Common use of Failure to Maintain Clause in Contracts

Failure to Maintain. (a) In the event that MRI decides to abandon or not renew, or fails to pay fees for, or otherwise fails to continue to prosecute or maintain a copyright or trademark registration or application existing as of the date hereof that is pertinent to the Rights, and in any case prior to allowing any such copyright or trademark registration or application in any country or territory to lapse or otherwise become abandoned, MRI shall first and before allowing any such item to become prejudiced obtain the advice and consent of MVL, and subject to any licenses that MRI has granted to any third party, shall offer to allow MVL to assume the prosecution and/or maintenance of such registration or application under MRI’s or any of its licensees’ names. If MRI fails to perform its obligations under this Section 14.2.3, then MVL may perform such obligations on MRI’s behalf, pursuant to the power of attorney granted to MVL under Section 14.4.1 below. (b) If MVL assumes control of any prosecution or maintenance on behalf of MRI under this Section, MVL may deduct its costs and expenses in connection therewith from any amounts otherwise owed to MRI hereunder. In the event that MVL decides to abandon or not renew, or fails to pay fees for, or otherwise fails to continue to prosecute or maintain, a copyright or Trademark registration or application existing as of the date hereof that is pertinent to the MVL Granted Rights, and in any case prior to allowing any such copyright or trademark registration or application in any country or territory to lapse or otherwise become abandoned, MVL shall first and before allowing any such item to become prejudiced obtain the advice and consent of MRI and shall offer to allow MRI to assume the prosecution and/or maintenance of such registration or application under MVL’s name. If MVL fails to perform its obligations under this Section 14.2.3, then MRI may perform such obligations on MVL’s behalf, pursuant to the power of attorney granted to MRI under Section 14.4.2 below. If MRI assumes control of any prosecution or maintenance on behalf of MRI under this Section, MRI may deduct its costs and expenses in connection therewith from any amounts otherwise owed to MVL hereunder.

Failure to Maintain. (a) In the event that MRI decides to abandon or not renew, or If any Owner fails to pay fees formaintain the Easement Area Improvements or the Easement Areas substantially in accordance with standards and practices for managers of similar improvements (“Defaulting Owner”), or otherwise fails to continue to prosecute or maintain a copyright or trademark registration or application existing as of any other Owner (“Maintaining Owner”) may notify the date hereof that is pertinent to the Rights, and in any case prior to allowing any such copyright or trademark registration or application in any country or territory to lapse or otherwise become abandoned, MRI shall first and before allowing any such item to become prejudiced obtain the advice and consent of MVL, and subject to any licenses that MRI has granted to any third party, shall offer to allow MVL to assume the prosecution and/or maintenance of such registration or application under MRI’s or any Defaulting Owner of its licensees’ names. If MRI fails failure to perform its maintenance obligations under this Section 14.2.3hereunder, then MVL may such notice to specifically set forth the maintenance which was not performed. If, following such notice, the failure to maintain persists for thirty (30) days (or, if such failure cannot be cured within such period, the Defaulting Owner fails to commence to cure within such thirty (30) day period, or thereafter fails to diligently proceed to complete the cure), the Maintaining Owner shall have the right, but not the obligation to perform such obligations on MRI’s behalf, the maintenance necessary and/or assume responsibility for maintaining the applicable Easement Area Improvements or the Easement Areas pursuant to the power terms of attorney granted this Declaration. If the Maintaining Owner performs such maintenance and/or assumes the responsibility of the Defaulting Owner as provided herein, the Defaulting Owner shall be obligated to MVL under reimburse the Maintaining Owner for all expenses incurred in connection with such maintenance. The Maintaining Owner may deliver a ▇▇▇▇ (“▇▇▇▇”) to the Defaulting Owner from time to time for costs incurred by performing such maintenance (“Maintenance Expenses”) plus a ten percent (10%) administrative fee. The Defaulting Owner shall reimburse the Maintaining Owner within ten (10) days of receipt of the ▇▇▇▇. All Maintenance Expenses not paid for when due shall bear interest at the Default Interest Rate. The remedies provided in this Section 14.4.1 below. (b) If MVL assumes control are in addition to other remedies pursuant to Article 4. Notwithstanding the foregoing, except in cases of an imminent threat of damage to persons or property or other emergency, a party shall not be entitled to exercise its self help remedies during the pendency of any prosecution or maintenance on behalf of MRI under this Section, MVL may deduct its costs and expenses arbitration proceedings involving the dispute in connection therewith from any amounts otherwise owed to MRI hereunder. In the event that MVL decides to abandon or not renew, or fails to pay fees for, or otherwise fails to continue to prosecute or maintain, a copyright or Trademark registration or application existing as of the date hereof that is pertinent to the MVL Granted Rights, and in any case prior to allowing any such copyright or trademark registration or application in any country or territory to lapse or otherwise become abandoned, MVL shall first and before allowing any such item to become prejudiced obtain the advice and consent of MRI and shall offer to allow MRI to assume the prosecution and/or maintenance of such registration or application under MVL’s name. If MVL fails to perform its obligations under this Section 14.2.3, then MRI may perform such obligations on MVL’s behalf, question pursuant to the power of attorney granted to MRI under arbitration provisions in Section 14.4.2 below. If MRI assumes control of any prosecution or maintenance on behalf of MRI under this Section, MRI may deduct its costs and expenses in connection therewith from any amounts otherwise owed to MVL hereunder43.

Failure to Maintain. (a) In the event that MRI decides to abandon or not renew, or If Landlord fails to pay fees for, or otherwise fails to continue to prosecute or maintain a copyright or trademark registration or application existing as of the date hereof that is pertinent to the Rights, and in any case prior to allowing any such copyright or trademark registration or application in any country or territory to lapse or otherwise become abandoned, MRI shall first and before allowing any such item to become prejudiced obtain the advice and consent of MVL, and subject to any licenses that MRI has granted to any third party, shall offer to allow MVL to assume the prosecution and/or maintenance of such registration or application under MRI’s or comply with any of its licensees’ names. If MRI fails to perform its obligations under this Section 14.2.3, then MVL may perform such obligations on MRI’s behalf, pursuant to the power of attorney granted to MVL under Section 14.4.1 below. (b) If MVL assumes control of any prosecution or maintenance on behalf of MRI under this Section, MVL may deduct its costs and expenses in connection therewith from any amounts otherwise owed to MRI hereunder. In the event that MVL decides to abandon or not renew6, or fails to pay fees forkeep, repair and maintain the Premises, the Building, and the Common Areas, including all plumbing, heating, air conditioning, electrical and mechanical devices, the roofing system, and appliances and equipment of every kind or nature affixed to or serving the Premises, the Building or the Common Areas, in good repair, condition and working order as provided in this Section 6, then Tenant may give written notice thereof to Landlord. If the failure has not been remedied within thirty (30 ) days following such notice, then Tenant, at its option and with a second written notice to Landlord, may either terminate this Lease and all obligations hereunder, or otherwise fails proceed to continue make, or cause to prosecute or maintainbe made, a copyright or Trademark registration or application existing as of the date hereof that is pertinent to the MVL Granted Rightssuch upkeep, repair, monitoring, and maintenance, at Landlord's expense, which shall be due and payable to Tenant by Landlord within ten (10) days after demand therefor. Tenant may deduct the cost thus incurred in any case prior to allowing any such copyright or trademark registration or application in any country or territory to lapse or otherwise become abandoned, MVL shall first and before allowing any such item to become prejudiced obtain the advice and consent of MRI and shall offer to allow MRI to assume the prosecution and/or maintenance of such registration or application under MVL’s name. If MVL fails to perform its fulfilling Landlord's obligations under this Lease from future Rent payments and/or may collect the cost from Landlord in any manner provided by law. No notice of termination shall be given under this Section 14.2.36 if Landlord has physically commenced such repairs or is physically causing such repairs to be made, then MRI may perform and such obligations on MVL’s behalfrepair work is being diligently and continuously pursued to completion in a good and workmanlike manner. Furthermore, pursuant if the failure has not been remedied within the time specified above, Tenant shall be entitled to deduct from the power Rent, or any installment thereof, the per diem Rent for each day that such failure continues beyond the specified time. The rights of attorney granted to MRI under Tenant set out in this Section 14.4.2 below. If MRI assumes control 6 shall be cumulative, and the exercise of any prosecution right shall not exclude the exercise of any other right. In the case of any repetitive failure of Landlord to comply with its obligations to monitor and maintain any device or maintenance on behalf system, Tenant may advise Landlord of MRI any subsequent problem or issue with respect to such device or system, in writing, but shall not be required to wait any additional period of time before exercising its rights under this Sectionprovision. Notwithstanding the foregoing, MRI may deduct its costs if any event occurs that creates an unreasonable risk of injury to person or property, Tenant is authorized, without prior notice to Landlord, to procure temporary monitoring or to make temporary repairs to alleviate such risk, at Landlord’s expense, which shall be due and expenses in connection therewith from payable to Tenant by Landlord within ten (10) days after demand therefor. The provisions of this Section 6 shall survive the expiration of the Term or any amounts otherwise owed to MVL hereundertermination of this Lease.

Failure to Maintain. If Landlord fails to commence and thereafter diligently complete its Common Area maintenance obligations with respect to the Protected Area, and/or Critical Accessways, in whole or in part, within a reasonable time (a) In i.e., immediately, with respect to matters posing an imminent threat to the event that MRI decides to abandon safety and security of Tenant or not renewTenant’s patrons or their personal property, or (y) within twenty-four (24) hours with respect to matters adversely affecting access to the Premises or the conduct of Tenant’s business (such as, without limitation, problems in the Protected Area), or (z) within four (4) days for all other matters) after written or telephonic notice thereof from Tenant, Tenant may (but shall not be obligated to) perform such work or cause such work to be performed at Landlord’s cost and expense, and Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses so incurred by Tenant within twenty (20) days after demand and receipt of evidence of payment by Tenant. If Landlord fails to pay fees forreimburse Tenant as aforesaid within twenty (20) days after Tenant’s demand, or otherwise fails to continue to prosecute or maintain a copyright or trademark registration or application existing as of then Tenant may deduct the date hereof that is pertinent to the Rights, and in any case prior to allowing any such copyright or trademark registration or application in any country or territory to lapse or otherwise become abandoned, MRI shall first and before allowing any such item to become prejudiced obtain the advice and consent of MVL, and subject to any licenses that MRI has granted to any third party, shall offer to allow MVL to assume the prosecution and/or maintenance of such registration or application under MRI’s or any amount of its licensees’ namesexpense, together with interest thereon accruing at the Interest Rate, from subsequent installments of Rent or other payments due hereunder. If MRI fails Tenant’s “self-help” and reimbursement rights under this Section 5.3 shall be in addition to and not in lieu of any and all other rights and remedies of Tenant as a consequence of Landlord’s failure to perform its obligations under this Section 14.2.3, then MVL may perform such Article 5. Without limiting Landlord’s obligations on MRI’s behalf, pursuant hereunder with respect to the power of attorney granted to MVL under Section 14.4.1 below. (b) If MVL assumes control of any prosecution or maintenance on behalf of MRI under this SectionCommon Areas and the maintenance, MVL may deduct its costs repair and expenses in connection therewith from any amounts otherwise owed to MRI hereunder. In the event that MVL decides to abandon or not renew, or fails to pay fees for, or otherwise fails to continue to prosecute or maintain, a copyright or Trademark registration or application existing as operation of the date hereof Center, Landlord acknowledges that Tenant may operate its business in the Premises on days and at hours that some or all of the other tenants and occupants of the Center are not open and operating their businesses and Landlord covenants and agrees to keep the Common Areas of the Center open and staffed (including, without limitation, sufficient security personnel) at all times that Tenant’s business in the Premises is pertinent to the MVL Granted Rights, open and in any case prior to allowing any such copyright or trademark registration or application in any country or territory to lapse or otherwise become abandoned, MVL shall first and before allowing any such item to become prejudiced obtain the advice and consent of MRI and shall offer to allow MRI to assume the prosecution and/or maintenance of such registration or application under MVL’s name. If MVL fails to perform its obligations under this Section 14.2.3, then MRI may perform such obligations on MVL’s behalf, pursuant to the power of attorney granted to MRI under Section 14.4.2 below. If MRI assumes control of any prosecution or maintenance on behalf of MRI under this Section, MRI may deduct its costs and expenses in connection therewith from any amounts otherwise owed to MVL hereunderoperating for business.