Common use of Damage Occurring After the 10th Anniversary of Commencement Clause in Contracts

Damage Occurring After the 10th Anniversary of Commencement. Date ---- (a) Upon a Major Casualty occurring after the tenth (10th) anniversary of the Commencement Date, Tenant shall have the right to terminate this Lease with respect to the affected Hotel by so notifying Landlord not later than the date which is sixty (60) days after the occurrence of such Major Casualty. If Tenant elects to exercise the right described in the preceding sentence, it shall, simultaneously with its delivery of its Notice of termination, deliver to Landlord its irrevocable offer to purchase the applicable portion of the Premises for an amount equal to the Fair Market Value thereof. (b) Landlord may accept or reject Tenant's irrevocable offer to purchase the applicable portion of the Premises by sending Tenant a Notice of rejection or acceptance within thirty (30) days from the date upon which Landlord received Tenant's Notice of termination. If Landlord fails to send Tenant a Notice of rejection or acceptance within thirty (30) days of its receipt of Tenant's irrevocable offer to purchase the applicable portion of the Premises, Landlord shall be deemed to have rejected such offer. If Landlord accepts Tenant's offer to purchase, this Lease shall terminate with respect to such portion of the Premises upon the closing of such purchase, which shall occur in accordance with the provisions of Article XXI. Upon such termination, Tenant shall pay to Landlord all Rent due with respect to such portion of the Premises through such date of termination, in addition to the Fair Market Value thereof, and Landlord and the Insurance Trustee shall assign to Tenant all their right, title and interest in insurance proceeds payable and shall deliver to Tenant any insurance proceeds previously paid to, or then held by, either Landlord or the Insurance Trustee with respect to such Major Casualty, and Landlord shall convey the Premises to Tenant in accordance with the provisions of Article XXI. (c) If Landlord rejects or is deemed to reject Tenant's irrevocable offer to purchase pursuant to Section 14.3(a), this Lease shall terminate with respect to the applicable portion of the Premises on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase, provided that this Lease shall not so terminate unless and until Tenant shall have paid all sums due hereunder (including, without limitation, all taxes and insurance premiums) with respect to the applicable portion of the Premises as of the actual date of termination. Upon such termination, Tenant shall vacate the applicable portion of the Premises in accordance with the provisions of Section 3.4, and Tenant shall have no right to receive any insurance proceeds payable, previously paid to, or then held by, either Landlord or the Insurance Trustee with respect to such Major Casualty, other than insurance proceeds attributable to Tenant's personal property, if any such proceeds have not been paid directly to Tenant in accordance with Section 13.2(a).