Go Dark means (a) with respect to any Individual Property other than a Go Dark Purchase Option Property, if such Individual Property is not open for business to the public for a period of ninety (90) consecutive days, unless such closure (i) is a result of a Taking of or casualty or other damage or injury to such Individual Property or (ii) is in connection with an Alteration permitted hereunder and (b) with respect to any Go Dark Purchase Option Property, if the Toys ‘R’ Us store or Babies ‘R’ Us store, or the Tenant under any Sublease, as applicable, at such Individual Property is not open for business to the public if such failure would commence the period after which a purchase right or option that would be triggered.
Go Dark means, with respect to any Individual Property, if such Individual Property is not open for business to the public, unless such closure (i) is a result of a Taking of or casualty or other damage or injury to such Individual Property or some other Excusable Delay or (ii) is in connection with an Alteration permitted hereunder (and provided that not more than one Individual Property may be closed in connection with an Alteration at any one time unless such concurrent closure is expressly pre-approved by Mezzanine Lender in writing or is unavoidable in order for Mortgage Borrower, Master Lessee or Tenant, to comply with Legal Requirements) and, in either such case, the period of closure does not in any event exceed (A) solely with respect to a closure due to casualty for which business interruption insurance proceeds are payable to Master Lessee (or Mortgage Borrower or Mortgage Lender) under the policy of business interruption insurance maintained by Master Lessee pursuant to the terms of the Master Lease, the period of time for which such business interruption insurance proceeds are payable, or (B) as to any other closure, thirty (30) consecutive days, provided that if in connection with a Material Alteration, Mezzanine Borrower shall have caused Mortgage Borrower to disclose to Mezzanine Lender that the Material Alteration will require the affected Individual Property to be closed to the public for a specified period exceeding thirty (30) consecutive days and Mezzanine Lender shall have approved such Material Alteration, the Individual Property may be closed to the public for such specified period of closure without being deemed to have “Gone Dark.”
Go Dark. With respect to any Demised Premises, to cease operations at or to abandon such Demised Premises other than, in each case, Excluded Cessations. The terms “Going Dark” and “Goes Dark” shall have the correlative meanings.
Examples of Go Dark in a sentence
At any one time and from time to time, Mezzanine Borrower may cause Mortgage Borrower to allow Individual Properties (other than the Distribution Centers) to Go Dark provided that (i) the aggregate Allocated Loan Amount for all Individual Properties that Go Dark at any one time (excluding any Go Dark Purchase Option Properties) shall not exceed the Go Dark Limit and (ii) in no event may Mezzanine Borrower allow the Mortgage Borrower to allow any Go Dark Purchase Option Property to Go Dark.
Tenant further agrees that within five (5) Business Days of a Go Dark Event, Tenant shall provide written notice that sets forth the Go Dark Start Date (a “Go Dark Start Date Notice”).
Tenant shall not be deemed to elect to Go Dark if Tenant’s business is closed temporarily for remodeling for a period of not more than sixty (60) consecutive days or because of damages or destruction to the Premises or Building.
Sincerely, Division of Corporation Finance Office of Technology cc: Stephen M.
The White City Lease provided that if the Debtors ceased operating at the store for six months, the landlord could terminate the lease at any time after the expiration of the six month period (the "Go Dark Provision").
More Definitions of Go Dark
Go Dark means, with respect to any Restaurant Location (a Restaurant Location that shall Go Dark is sometime referred to herein as a “Go Dark Restaurant Location”, (a) if the Restaurant Location is not open for business to the public for a period of thirty (30) consecutive days, unless such closure (i) is a result of a Taking of or casualty or other damage or injury to such Individual Property, so long as Borrower (A) promptly and diligently pursues and completes repair or restoration of such Restaurant Location, or takes other appropriate actions to resolve such closure, and (B) reopens such Restaurant Location to the public no later than two hundred seventy (270) days after the date of the initial closure, subject to an extension not to exceed an additional two hundred seventy (270) days in the event that such closure continues due to Excusable Delay, upon the expiration of which, such Restaurant Location shall be a Go Dark Restaurant Location; or (ii) subject to the proviso below, is temporary and is in connection with an Alteration permitted hereunder, so long as Borrower (A) promptly and diligently pursues and completes such Alteration, and (B) reopens such Restaurant Location to the public no later than one hundred eighty (180) days after the date of the initial closure, subject to an extension not to exceed sixty (60) days in the event that such closure continues due to Excusable Delay, upon the expiration of which, such Restaurant Location shall be a Go Dark Restaurant Location; provided, however, that no greater than ten percent (10%) of all Restaurant Locations that remain subject to the Lien of the Security Instrument at the time of determination (rounded up to the nearest whole number, which number as of the Closing Date is 27 based on 261 Restaurant Locations being subject to the Lien of the Security Instrument as of the Closing Date) shall be permitted to be closed pursuant to this clause (a)(ii) at any one time; and (b) if the Restaurant Location is a Go Dark Purchase Option Property, if the Restaurant Location is not open for business to the public for any period of time, and such closure would constitute an event after which a purchase right, termination right, recapture right or option could be triggered (regardless of the applicability of the provisions of the foregoing clause (a) that would otherwise result in such Restaurant Location not being considered a Go Dark Restaurant Location).
Go Dark. “Going Dark” or “Gone Dark” shall mean that a Tenant has vacated, surrendered or ceased to conduct its normal business operations at substantially all of its premises demised under such Lease or has otherwise “gone dark” at such premises or has notified Borrower that it intends to vacate, surrender or cease to conduct its normal business operations at substantially all of its demised premises or otherwise “go dark”. Temporary cessation of normal business operations for a commercially reasonable period of time in the ordinary course of business, or during renovations or during renovation following a casualty, or for purposes of inventory shall not constitute Going Dark.
Go Dark. Defined in Subsection 4.B. hereof.
Go Dark means, with respect to any Individual Property, if such Individual Property is not open for business to the public, unless such closure (i) is a result of a Taking of or casualty or other damage or injury to such Individual Property or some other Excusable Delay or (ii) is in connection with an Alteration permitted hereunder (and provided that not more than one Individual Property may be closed in connection with an Alteration at any one time unless such concurrent closure is expressly pre-approved by Mezzanine Lender in writing or is unavoidable in order for Mortgage Borrower, Master Lessee or Tenant, to comply with Legal Requirements) and, in either such case, the period of closure does not in any event exceed (A) solely with respect to a closure due to casualty for which business interruption insurance proceeds are payable to Master Lessee (or Mortgage Borrower or Mortgage Lender) under the policy of business interruption insurance maintained by Master Lessee pursuant to the terms of the Master Lease, the period of time for which such business interruption insurance proceeds are payable, or
Go Dark means, with respect to any Borrowing Base Property (other than a Xxxxx Undeveloped Parcel), that more than fifty percent (50%) of the aggregate square footage of such Borrowing Base Property is not open for business to the public, unless such closure is (i) a result of a Taking of or casualty or other damage or injury to such Borrowing Base Property, (ii) in connection with an Alteration to such Borrowing Base Property permitted hereunder or (iii) in connection with such Borrowing Base Property being subjected to a New Sublease, a Non-Toys Lease or a replacement Existing Lease which satisfies the terms and conditions of Section 11.12, Section 11.13 or Section 11.14, as applicable, and whose term commencement date has occurred and whose rent commencement date is not more than 365 days after its term commencement date; provided, however, that subclauses (i), (ii) and (iii) shall be applicable to a Go Dark Purchase Option Property only if and to the extent that the closure of such Go Dark Purchase Option Property as a result of a condition or circumstance described in any of such subclauses would not commence the period after which a purchase right or option would be triggered.
Go Dark means any action of, by or relating to the Parent that results in it no longer filing periodic reports with the SEC under the Securities and Exchange Act of 1934, as amended.
Go Dark. Right. Notwithstanding any provision contained herein, Lessee shall not be in default under this Section 8.01 until Lessee fails to continue to operate its business at any of the Properties (excluding instances of Casualty, Condemnation and Force Majeure) for more than ninety (90) consecutive days. Thereafter, in the event Lessee is unable to operate the applicable Property as a Permitted Facility due to circumstances beyond the reasonable control of Lessee (and Lessee provides to Lessor an officer’s certificate executed by an officer of Lessee certifying to the same), then in such event, Lessee shall not be in default so long as: (i) within ninety (90) days following such initial ninety (90) day period, Lessee (A) re-opens the applicable Property, or (B) provides Lessor with an officer's certificate certifying the good faith business reasons Lessee is unable to reopen within said ninety (90) day period and setting forth the additional time frame Lessee will need in order to comply, in its reasonable business discretion, with this Section 8.01; or (ii) Lessee certifies to Lessor that it is actively engaged in finding a new lessee or sublessee as permitted under this Lease and Lessee provides Lessor with periodic updates every thirty (30) days. In the case of item (i)(B), Lessor shall, in its reasonable discretion based upon the certificate provided by Lessee, determine the additional time frame Lessee will have to comply with this Section 8.01. In the case of item (ii), Lessor shall use commercially reasonable efforts to assist Lessee in marketing the Property in order to identify a new lessee or sublessee, provided the same shall be at no material cost to Lessor. Notwithstanding any provision contained in this Section 8.01(b), (A) Lessee shall provide Lessor with written notice at least ten (10) days prior to the applicable Property going dark, and (B) the terms and provisions of this Lease and Lessee’s obligations hereunder shall remain in full force and effect during any go dark period, and (C) in no event shall Lessee “go dark” in any manner that would violate any recorded easements, restrictions, liens and encumbrances affecting the Property in any material respect or give a third party any right to acquire title to the applicable Property as a result of a Property going dark, and (D) in no event other than a Force Majeure Event shall Lessee “go dark” at more than one (1) Property at any time.