LANDLORD'S DUTY TO RESTORE If the Leased Premises, the Building or the Outside Area are damaged by any peril after the Effective Date of this Lease, Landlord shall restore the same, as and when required by this paragraph, unless this Lease is terminated by Landlord pursuant to Paragraph 10.3 or by Tenant pursuant to Paragraph 10.
Sale of Premises by Landlord In the event of any sale of the Building, Landlord shall be and is hereby entirely freed and relieved of all liability under any and all of its covenants and obligations contained in or derived from this Lease arising out of any act, occurrence or omission occurring after the consummation of such sale; and the purchaser, at such sale or any subsequent sale of the Premises shall be deemed, without any further agreement between the parties or their successors in interest or between the parties and any such purchaser, to have assumed and agreed to carry out any and all of the covenants and obligations of the Landlord under this Lease.
OPTION TO RENEW Landlord grants to Tenant an option to extend the Lease Term for three (3) additional terms of five (5) years each (the “Extended Term”), commencing on the expiration date of the original Lease Term, upon the same terms and conditions as set forth in this Lease, except as provided in this Section with respect to Base Rent; provided, however, that no Event of Default by Tenant has occurred that has not been cured at any time such option is to be exercised. The Base Rent for the Extended Term shall equal the Market Rate for the Premises in “as is” condition, which shall be determined within thirty (30) days after Tenant exercises its option to extend the Lease Term. The Base Rent shall be determined for the entire Premises, including the Expansion Premises, if applicable. The Base Rent may be adjusted upwards, but in no event shall be adjusted downwards from the preceding year’s Base Rent, based on the determination of the Market Rate applicable to the Premises. The Base Rent for the entire Premises, including the Expansion Premises if applicable, during any Extended Term shall increase in accordance with the amount determined at the time the Market Rate is set, which shall be at least [***] per twelve (12) month period. If Landlord and Tenant cannot agree [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. on a Market Rate for the Extended Term within the above-stated thirty (30) day period, then Tenant shall provide Landlord with written notice of the name of an appraiser selected by Tenant to determine the Market Rate for the Premises. Within fifteen (15) days after Tenant provides such notice, Landlord shall provide written notice to Tenant of the name of an appraiser selected by Landlord to determine the Market Rate for the Premises. The two appraisers shall then jointly determine the Market Rate for the Premises for the Extended Term and provide a written report of same to Landlord and Tenant. If the two appraisers cannot agree on a Market Rate for the Premises within fifteen (15) days after Tenant receives notice from Landlord identifying its appraiser, then the two appraisers shall jointly select a third appraiser, which third appraiser shall solely determine the Market Rate for the Extended Term and provide a written report of same to Landlord and Tenant within thirty (30) days of his or selection. Such determination of the Market Rate by the third appraiser shall be binding on Landlord and Tenant. Each party shall pay the cost of its appraiser and one-half (1/2) the cost of the third appraiser. The appraisers shall be M.A.I. appraisers unless Landlord and Tenant otherwise agree in writing. If Landlord fails to choose an appraiser as provided above, then the appraiser chosen by Tenant shall be deemed to be acceptable to Landlord. If Tenant fails to choose an appraiser as provided above, then the appraiser chosen by Landlord shall be deemed to be acceptable to Tenant. Should Tenant elect to exercise any option for an Extended Term, Tenant shall do so by providing written notice to Landlord at least twelve (12) months before the expiration of the Lease Term or the then current Extended Term for which an option has been exercised. If Tenant does not exercise an option to extend the Lease Term or the then Extended Term within the period allowed, all unexercised options to renew shall be null, void and of no further force or effect. No later than fifteen (15) months prior to the date Tenant desires to exercise the option to extend the Lease Term or the then Extended Term, Tenant may (but is not obligated to) make a written request to Landlord to provide Tenant with Landlord’s proposed Market Rate (as that term is defined below) for the Extended Term. If Tenant makes such a request, Landlord shall furnish Tenant with Landlord’s proposed Market Rate (as well as copy of any third party, non-confidential information Landlord used in determining the proposed Market Rate) no later than thirty (30) days after Landlord’s receipt of Tenant’s written request. If Tenant properly exercises the option to extend the Lease Term or the then Extended Term, then prior to the date Tenant is required to identify an appraiser (as set forth in this Section) Tenant may (but is not obligated to) provide Landlord with written notice that Tenant accepts the proposed Market Rate as the Market Rate for the Extended Term, in which case that shall be the Market Rate. If Tenant does not provide Landlord with a written notice that Tenant accepts the proposed Market Rate as the Market Rate for the Extended Term during the time period specified in the foregoing sentence, the parties shall either negotiate a mutually agreeable Market Rate, or if they are unable to do so, the parties shall pursue the appraisal process outlined in this Section. The Market Rate and related information provided by Landlord to Tenant under this paragraph shall be treated as confidential by Tenant, shall not be disclosed by Tenant to any third party and shall not be used by Tenant or any appraiser to advocate for or set the Market Rate.
Landlord’s Option to Repair Notwithstanding the terms of Section 11.1 of this Lease, Landlord may elect not to rebuild and/or restore the Premises, Building and/or Project, in which event this Lease shall terminate, by notifying Tenant in writing of such termination within sixty (60) days after the date of discovery of the damage, such notice will include a termination date giving Tenant sixty (60) days to vacate the Premises, but this Lease may be so terminated Landlord may so elect only if the Building or Project shall be damaged by fire or other casualty or cause, whether or not the Premises are affected, and one or more of the following conditions is present: (i) in Landlord’s reasonable judgment, repairs cannot reasonably be completed within one hundred eighty (180) days after the date of discovery of the damage (when such repairs are made without the payment of overtime or other premiums); (ii) the holder of any mortgage on the Building or Project or ground lessor with respect to the Building or Project shall require that the insurance proceeds or any portion thereof be used to retire the mortgage debt, or shall terminate the ground lease, as the case may be; (iii) the damage is not fully covered by Landlord’s insurance policies or that portion of the proceeds from Landlord’s insurance policies allocable to the Building or the Project, as the case may be; (iv) Landlord decides to rebuild the Building or Common Areas so that they will be substantially different structurally or architecturally; (v) the damage occurs during the last twelve (12) months of the Lease Term; or (vi) any owner of any other portion of the Project, other than Landlord, does not intend to repair the damage to such portion of the Project; provided, however, that if such fire or other casualty shall have damaged the Premises or a portion thereof or Common Areas necessary to Tenant’s occupancy and as a result of such damage the Premises are unfit for occupancy, and provided that Landlord does not elect to terminate this Lease pursuant to Landlord’s termination right as provided above, and either (a) the repairs cannot, in the reasonable opinion of Landlord’s contractor, be completed within two hundred seventy (270) days after being commenced, or (b) the damage occurs during the last twelve months of the Lease Term and will reasonably require in excess of ninety (90) days to repair, Tenant may elect, no earlier than sixty (60) days after the date of the damage and not later than ninety (90) days after the date of such damage, to terminate this Lease by written notice to Landlord effective as of the date specified in the notice, which date shall not be less than thirty (30) days nor more than sixty (60) days after the date such notice is given by Tenant.
Right to Refuse Unsafe Work Employees have the right to refuse to perform unsafe work pursuant to the Occupational Health and Safety Regulations of the Workers Compensation Act.