Repair Landlord shall use reasonable efforts to give Tenant written notice of its decisions, estimates or elections under this Section 7.3 within sixty (60) days after any such damage or destruction. If the Term of the Lease is in its last year of the Term when the damage or destruction occurs and Tenant has not exercised its Renewal Option (as defined in Exhibit C attached hereto), both the Landlord and Tenant shall have the option to terminate this Lease with written notice to the other party given within sixty (60) days after the date of any such damage or destruction If Landlord has elected to repair and restore the Premises or other portion of the Project (and if the damage or destruction has occurred in the last year of the Term and neither Landlord or Tenant have elected to terminate the Lease), this Lease shall continue in full force and effect, and the repairs will be made within a reasonable time thereafter (not to exceed one [1] year), subject to the provisions of Section 7.2 of this Lease. Should the repairs not be completed within that period, both Landlord and Tenant shall each have the option of terminating this Lease by written letter of termination. If this Lease is terminated as herein permitted, Landlord shall refund to Tenant any prepaid Rent (unaccrued as of the date of damage or destruction) and any other sums due and owing by Landlord to Tenant (less any sums then due and owing Landlord by Tenant) and any remaining sums due and owing by Tenant to Landlord shall be paid to Landlord. If Landlord elects to rebuild the Premises or other portion of the Project, Landlord shall only be obligated to restore or rebuild the Premises or other portion of the Project to approximately the same condition as existed at the time Tenant entered into possession of the Premises, reasonable wear and tear excepted and Landlord will not be required to rebuild, repair or replace any part of Tenant’s Property or Tenant Work. Notwithstanding anything contained in this Lease to the contrary, if Landlord shall elect to repair and restore the Premises or other portion of the Project pursuant to this Section 7.3, in no event shall Landlord be required to expend under this Article VII any amount in excess of the proceeds actually received from the insurance carried by Landlord pursuant to Section 7.4(a) of this Lease, and in the event the holder of any mortgage whose lien encumbers the Project causes the insurance proceeds to be applied to Landlord’s indebtedness, then Landlord shall have no obligation to restore and repair the damage, but rather either party shall be entitled to terminate this Lease by delivering written notice thereof to the non-terminating party within thirty (30) days after Landlord receives notice from its mortgagee of such election. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or destruction or the disregard of the repair thereof.
MAINTENANCE & REPAIR Tenant agrees that if there is any delay in maintenance or repairs for reasons beyond Landlord's control, this shall have no effect on Tenant's obligations under this lease.
Repair or Replacement (a) In the event of a Casualty or Taking between the Execution Date and the Closing Date, Sellers shall elect, at their option, to either (i) repair or replace or make adequate provision for the repair or replacement of the affected Asset at Sellers� cost prior to the Closing, in which case Buyers� obligation to effect the Closing shall not be affected, but the Closing Date shall be deferred until three (3) Business Days after repairs or replacement have been completed and the affected Asset has been restored to performance substantially comparable in all material respects to that prior to the Casualty or Taking, and/or (ii) negotiate with Buyers to reduce the Purchase Price by an amount agreed to by Sellers and Buyers to reflect the cost to repair or replace the affected Assets (the “Repair Costs�), in which case, in the event of a Repair Cost Dispute, the Closing Date and the Termination Date shall be deferred as provided in Section 10.5. Notwithstanding the foregoing, Sellers� election in clause (i) of this Section 10.2(a) shall be unavailable and clause (ii) of this Section 10.2(a) shall apply if the required repairs or replacements could reasonably be expected to result in an extension of the Closing Date for more than sixty (60) days.
(b) If Sellers and Buyers agree on the Repair Costs within fifteen (15) days of Buyers� receipt of Sellers� notice of the Casualty or Taking (the “Repair Negotiation Period�), Buyers� obligation to effect the Closing shall not be affected, but the Purchase Price shall be reduced by the Repair Costs so agreed.
(c) If Sellers and Buyers do not agree on the Repair Costs within the Repair Negotiation Period (a “Repair Cost Dispute�), either party may request an engineering company that shall be mutually agreed to by Buyers and Sellers to evaluate the affected Assets and deliver to Buyers and Sellers its written estimate of the Repair Costs (the “Third-Party Estimate�) within fifteen (15) days after the end of the Repair Negotiation Period.
(i) If the Third-Party Estimate is less than fifty million Dollars ($50,000,000), Buyers� obligation to effect the Closing shall not be affected and the parties shall submit the Repair Cost Dispute to binding arbitration under the Dispute Resolution Procedures for resolution after the Closing, with a post-Closing adjustment to the Purchase Price equal to the finally-determined Repair Costs.
(ii) If the Third-Party Estimate is equal to or greater than fifty million Dollars ($50,000,000), Buyers may elect, by giving Sellers written notice of election within fifteen (15) days of receipt of the Third-Party Estimate, to terminate this Agreement (other than Section 5.4, Section 5.6, Section 11.2, Section 12.6(c), Section 12.7, Section 12.8, Section 12.9, Section 12.10, Section 13.3 and Section 13.4 which shall continue in effect) without further obligation to Seller.
Maintenance & Repairs 5.1 Lessee shall at all times be responsible for maintaining at its own expense the leased premises in a clean, orderly and safety condition, except as hereinafter provided. Lessee shall be responsible, at its own expense, to clean and maintain all trade fixtures, machinery and equipment furnished by Lessee within the leased premises. Lessee shall be responsible to deposit normal office waste and rubbish at a location at the Central School as designated by Lessor.
5.2 Lessee shall be responsible to perform all repairs the need for which is caused by Xxxxxx's use of the premises except that Lessor shall be responsible to perform major repairs of a structural nature. Lessor shall be responsible to arrange for removal of waste and rubbish from the location designated as the deposit location for lessees. All costs incurred by Lessor pursuant to the obligations of this Paragraph shall be included within "operating costs".
5.3 Lessor shall provide custodian services for the common areas of Central School. Costs incurred by Lessor in providing such custodian services shall be included within "operating costs".
Tenant Repairs Tenant shall, at Tenant’s own expense, keep the Premises, including all improvements, fixtures, furnishings, heating, ventilation (including exhaust) and air conditioning (“HVAC�), and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), and the floor of the Building on which the Premises are located, in good order, repair and condition as received (ordinary wear and tear and casualty damage excepted) at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord’s option, or if Tenant fails to make such repairs, (after notice from Landlord and a reasonable opportunity to do so) Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems.