Common use of Termination by Tenant Clause in Contracts

Termination by Tenant. In the event that the Premises or any part of the Building required for the conduct of Tenant's business at the Premises shall be taken by any public authority or for any public use or shall be condemned by the action of any public authority, then the term of this Lease may be terminated at the election of Tenant by the giving of notice to Landlord within sixty (60) days after the date of the taking. In the event any material part of the Premises or any part of the Building necessary for the conduct of Tenant's business at the Premises shall be destroyed or damaged by fire or other casualty (and Landlord has not elected to terminate the term of this Lease pursuant to Section 7.1.1), then as soon as practicable after the occurrence of such damage, Landlord shall give Tenant a notice (the "Restoration Notice") advising Tenant whether or not Landlord intends to restore the Premises (excluding any alterations made by Tenant) or such other portion of the Building to a condition substantially the same as existed immediately prior to such damage, and if Landlord intends to so restore, the time required to substantially complete such work, as reasonably estimated by an architect or a qualified general contractor selected by Landlord. If the Restoration Notice indicates either that (a) Landlord shall not restore the Premises or Building as provided above, or (b) the estimated time required for Landlord to substantially complete such restoration work shall exceed two hundred ten (210) days from the occurrence of such casualty damage, then Tenant may elect to terminate the term of this Lease by giving notice to Landlord not later than thirty (30) days after the date on which Landlord gives Tenant the Restoration Notice. Tenant may also elect to terminate the term of this Lease if the Lease is not terminated and Landlord shall fail to complete such restoration of the Premises or Building as described in the Restoration Notice within the estimated repair period, as such period is extended for delays not within Landlord's reasonable control (but not to exceed an additional thirty (30) days). Any election by Tenant to terminate the term of this Lease pursuant to the preceding sentence shall be made by notice given to Landlord not later than thirty (30) days after the expiration of the estimated repair period (as it may have been extended for delays beyond Landlord's reasonable control). Notwithstanding the foregoing, Tenant shall have no right to terminate the term of this Lease due to a fire or other casualty if the cause thereof was due solely to the negligence or other wrongful conduct of Tenant or any subtenant of Tenant or any agent, employee or contractor of Tenant or its subtenant(s).

Termination by Tenant. In the event that the Premises or any part of the Building required for the conduct of Tenant's business at the Premises shall be taken by any public authority or for any public use or shall be condemned by the action of any public authority, then the term of this Lease may be terminated at the election of Tenant by the giving of notice to Landlord within sixty (60) days after the date of the taking. In the event any material part of the Premises or any part of the Building necessary for the conduct of Tenant's business at the Premises shall be destroyed or damaged by fire or other casualty (and Landlord has not elected to terminate the term of this Lease pursuant to Section 7.1.1), then as soon as practicable after the occurrence of such damage, Landlord shall give Tenant a notice (the "Restoration Notice") advising Tenant whether or not Landlord intends to restore the Premises (excluding any alterations made by Tenant) or such other portion of the Building to a condition substantially the same as existed immediately prior to such damage, and if Landlord intends to so restore, the time required to substantially complete such work, as reasonably estimated by an architect or a qualified general contractor selected by Landlord. If the Restoration Notice indicates either that (a) Landlord shall not restore the Premises or Building as provided above, or (b) the estimated time required for Landlord to substantially complete such restoration work shall exceed two hundred ten (210) days from the occurrence of such casualty damage, then The Tenant may elect to terminate the term Lease with respect to the additional space only, as of this Lease the last day of any calendar month, by giving notice to the Landlord not later less than thirty (30) days after prior notice (as to which time is of the essence) of such termination date on which Landlord gives (the "Tenant Termination Date"). In the Restoration Notice. Tenant may also elect event of the timely giving of such notice, the Lease, with respect to terminate the term additional space only (unless the same shall have expired sooner pursuant to any of the other conditions of limitation or provisions of this Lease or pursuant to Law), shall terminate on the Tenant Termination Date with the same effect as if the Lease is not terminated and Landlord shall fail to complete such restoration of Tenant Termination Date were the Premises or Building as described in the Restoration Notice within the estimated repair period, as such period is extended date hereinbefore specified for delays not within Landlord's reasonable control (but not to exceed an additional thirty (30) days). Any election by Tenant to terminate the term of this Lease pursuant to the preceding sentence shall be made by notice given to Landlord not later than thirty (30) days after the expiration of the estimated repair period full term granted by the Lease. The Tenant shall terminate its occupancy of the additional space not later than the Tenant Termination Date and the fixed rent hereunder shall be apportioned as of such date. With respect to a termination under Articles (as it may have been extended for delays beyond Landlord's reasonable control2) or (3) of this Supplemental Indenture, the Tenant shall complete and timely submit all returns and questionnaires relating to New York City and State real property transfer tax laws and any other applicable real property transfer or gains tax laws, if required (the taxes which are (the subject or such laws are hereinafter collectively called "Transfer Taxes"). Notwithstanding the foregoing, The Tenant shall have no right timely pay all Transfer Taxes, if any, and shall deliver evidence, reasonably acceptable to terminate the term Landlord, of such payment simultaneously to the Landlord. The Tenant shall indemnify and hold harmless the Landlord from all losses, liabilities, interest, judgments, 94 suits, demands, damages, costs and expenses (including attorneys' fees and disbursements incurred in the defense thereof) which the Landlord may incur by reason of the Tenant's failure to complete and timely submit any and all Transfer Tax returns and question and/or the Tenant's failure to timely pay any and all Transfer Taxes. The provisions of this Lease due to a fire or other casualty if paragraph shall survive the cause thereof was due solely to expiration of the negligence or other wrongful conduct of Tenant or any subtenant of Tenant or any agent, employee or contractor of Tenant or its subtenant(s)Lease.

Termination by Tenant. In the event (a) If Landlord estimates that at least 75% of the Premises will remain untenantable for in excess of two hundred seventy (270) days following the date of such damage or any part of the Building required for the conduct of Tenant's business at the Premises shall be taken by any public authority or for any public use or shall be condemned by the action of any public authoritydestruction, then the term of Tenant may elect to terminate this Lease may be terminated at the election of Tenant by the giving of written notice delivered to Landlord within sixty (60) days after the date following Landlord’s delivery to Tenant of the taking. In estimated duration that the event any material part Premises will remain untenantable. (b) If Landlord estimated the duration that the Premises would remain untenantable at two hundred seventy (270) days or less, and the Premises remains untenantable for more than sixty (60) days following the estimated completion date (subject to extension for Force Majeure and delays caused by Tenant), then Tenant may thereafter terminate this Lease upon ten (10) business days’ prior written notice to Landlord (and such termination shall be effective unless Landlord delivers the Premises in the required condition within said ten (10) business day period). (c) If Landlord estimated the duration that the Premises would remain untenantable at more than two hundred seventy (270) days (but Tenant did not elect to terminate this Lease), and the Premises remains untenantable for more than sixty (60) days following the estimated completion date (subject to extension for Force Majeure and delays caused by Tenant), then Tenant may thereafter terminate this Lease upon ten (10) business days’ prior written notice to Landlord (and such termination shall be effective unless Landlord delivers the Premises in the required condition within said ten (10) business day period). (d) If there is a casualty during the last twelve (12) months of the Premises or any part of the Building necessary for the conduct of Tenant's business at Lease Term (as may be extended), and if due to such casualty Landlord estimates that the Premises shall be destroyed or damaged by fire or other casualty remain untenantable for in excess of sixty (and Landlord has not elected to terminate the term of this Lease pursuant to Section 7.1.1), then as soon as practicable after the occurrence of such damage, Landlord shall give Tenant a notice (the "Restoration Notice"60) advising Tenant whether or not Landlord intends to restore the Premises (excluding any alterations made by Tenant) or such other portion of the Building to a condition substantially the same as existed immediately prior to such damage, and if Landlord intends to so restore, the time required to substantially complete such work, as reasonably estimated by an architect or a qualified general contractor selected by Landlord. If the Restoration Notice indicates either that (a) Landlord shall not restore the Premises or Building as provided above, or (b) the estimated time required for Landlord to substantially complete such restoration work shall exceed two hundred ten (210) days from the occurrence of such casualty damagedays, then Tenant may elect to terminate the term of this Lease by giving written notice delivered to Landlord not later than thirty within ten (3010) business days after following Landlord’s delivery to Tenant of the date on which Landlord gives Tenant estimated duration that the Restoration Notice. Tenant may also elect Premises will remain untenantable. (e) Tenant’s right to terminate this Lease in the term event of any damage or destruction to the Premises or Building, is governed by the terms of this Section 12 and therefore Tenant hereby expressly waives the provisions of any and all laws, whether now or hereafter in force, and whether created by ordinance, statute, judicial decision, administrative rules or regulations, or otherwise, that would cause this Lease if the Lease is not terminated and Landlord shall fail to complete such restoration be terminated, or give Tenant any other right to terminate this Lease, upon any damage to or destruction of the Premises or Building as described in the Restoration Notice within the estimated repair period, as such period is extended for delays not within Landlord's reasonable control (but not to exceed an additional thirty (30) days). Any election by Tenant to terminate the term of this Lease pursuant to the preceding sentence shall be made by notice given to Landlord not later than thirty (30) days after the expiration of the estimated repair period (as it may have been extended for delays beyond Landlord's reasonable control). Notwithstanding the foregoing, Tenant shall have no right to terminate the term of this Lease due to a fire or other casualty if the cause thereof was due solely to the negligence or other wrongful conduct of Tenant or any subtenant of Tenant or any agent, employee or contractor of Tenant or its subtenant(s)that occurs.

Termination by Tenant. 3.6.1 Without limiting any other rights of termination available to Tenant hereunder, Tenant has the unilateral right of termination at any time prior to the issuance of a building permit for a particular Site. In the event of any such termination, Tenant shall immediately pay to Landlord a termination fee according to the schedule set forth in Exhibit "C" attached hereto. 3.6.2 In the event that Tenant is entitled to exercise a right of termination pursuant to Section 3.4.1, then, in addition to any other rights or remedies available to Tenant hereunder, Tenant shall have the Premises right, but not the obligation, to either: (i) cause Landlord to assign or convey to it, as appropriate, all rights to any part of real estate (or interests in real estate) described in the Building required SLA, together with any building permits or applications for building permits relating to the conduct of Tenant's business at the Premises shall be taken by any public authority or SLA and Tenant shall: (X) reimburse Landlord for any public use payments made to third parties directly related to the foregoing and (Y) pay Landlord the sum of seven thousand five hundred dollars ($7,500) for its site acquisition and permitting activities; or (ii) Tenant shall be condemned by have the action of any public authorityright to assume responsibility for obtaining the required building permit relating to the SLA, then the term of this Lease may be terminated at the election of Tenant by the giving of notice Landlord's cost and expense, but not to Landlord within sixty exceed fifteen thousand dollars (60) days after the date of the taking$15,000). In the event that Tenant assumes responsibility for obtaining the building permit, Tenant shall keep Landlord informed of its progress and shall provide Landlord with copies of any material modified or additional filings related to the building permit. Exercise by Tenant of the rights in the foregoing two sentences shall not relieve Landlord of any of its obligations and duties hereunder (other than the duty to obtain the building permit) and shall not be deemed to create any additional obligations or duties on the part of Tenant. 3.6.3 In the Premises or any part event that Tenant exercises its right of the Building necessary for the conduct of Tenant's business at the Premises shall be destroyed or damaged by fire or other casualty (and Landlord has not elected to terminate the term of this Lease pursuant to termination as set forth in Section 7.1.1)3.5 above, then as soon as practicable after the occurrence of such damage, Landlord shall give in addition to any other rights and remedies available to Tenant a notice (the "Restoration Notice") advising Tenant whether or not Landlord intends to restore the Premises (excluding any alterations made by Tenant) or such other portion of the Building to a condition substantially the same as existed immediately prior to such damage, and if Landlord intends to so restore, the time required to substantially complete such work, as reasonably estimated by an architect or a qualified general contractor selected by Landlord. If the Restoration Notice indicates either that (a) Landlord shall not restore the Premises or Building as provided above, or (b) the estimated time required for Landlord to substantially complete such restoration work shall exceed two hundred ten (210) days from the occurrence of such casualty damage, then Tenant may elect to terminate the term of this Lease by giving notice to Landlord not later than thirty (30) days after the date on which Landlord gives Tenant the Restoration Notice. Tenant may also elect to terminate the term of this Lease if the Lease is not terminated and Landlord shall fail to complete such restoration of the Premises or Building as described in the Restoration Notice within the estimated repair period, as such period is extended for delays not within Landlord's reasonable control (but not to exceed an additional thirty (30) days). Any election by Tenant to terminate the term of this Lease pursuant to the preceding sentence shall be made by notice given to Landlord not later than thirty (30) days after the expiration of the estimated repair period (as it may have been extended for delays beyond Landlord's reasonable control). Notwithstanding the foregoinghereunder, Tenant shall have no right the right, but not the obligation, to terminate cause Landlord to assign or convey to it, as appropriate, all rights to any real estate (or interests in real estate) described in the term of this Lease due to a fire or other casualty if the cause thereof was due solely SLA, together with any building permits relating to the negligence or other wrongful conduct of SLA and any improvements placed upon the real estate by the Landlord (including without limitation, any purchase orders for equipment and any architectural and engineering plans) and Tenant or shall reimburse Landlord for any subtenant of Tenant or any agent, employee or contractor of Tenant or its subtenant(s)payments made to third parties directly related to the foregoing.

Termination by Tenant. In (a) If the event Building is so damaged or destroyed that the Premises fifty percent (50%) or any part more of the Building required useable area thereof cannot, with the exercise by Tenant of all due diligence (giving due consideration to the then applicable Legal Requirements and taking into account any transfers by Landlord pursuant to Section 27.19 and subject to such waivers and variances as may reasonably expected to be given), be rendered tenantable and fit for the normal conduct of business not later than four (4) years prior to the Expiration Date, then (subject to the further provisions of this Section 8.3) Tenant may, by notice (the "Damage Termination Notice") to Landlord given within the ninety (90) day period (the "Election Period") following the date (the "Damage Date") of damage or destruction, elect to terminate this Lease as of a date specified in the Damage Termination Notice (the "Specified Damage Termination Date"). If Tenant shall timely give the Damage Termination Notice, this Lease shall terminate on the Specified Damage Termination Date; provided, however, that if on or prior to the date which is ninety (90) days after Landlord receives the Damage Termination Notice Landlord shall by notice to Tenant dispute Tenant's right to terminate this Lease pursuant this Section 8.3(a), the matter shall be determined by the Construction Manager and (i) if the Construction Manager's determination is in Landlord's favor, this Lease shall continue in full force and effect or (ii) if the Construction Manager's determination is in Tenant's favor, this Lease shall terminate effective as of the Specified Damage Termination Date. Any such determination by the Construction Manager shall not assume the use by Tenant of overtime labor, unless otherwise agreed by Tenant. At any time upon the request of Landlord or Tenant, the Construction Manager shall make a determination as to whether Tenant has the right to terminate this Lease pursuant to this Section 8.3(a). (b) At all times prior to the giving of the Damage Termination Notice, Tenant shall prosecute the Restoration with all due diligence and in accordance with the Plans and Specifications therefor (as reasonably approved by Landlord or as determined by the Construction Manager to have been required to be approved by Landlord pursuant to this Lease) subject to a reasonable time allowance for Unavoidable Delays and the time required to adjust insurance claims with the insurance companies, provided that Tenant is diligently pursuing the adjustment of such insurance claims; (c) Simultaneously with the giving of the Damage Termination Notice Tenant shall (i) assign to Landlord (by instruments reasonably satisfactory to Landlord) all of Tenant's business at right, title and interest in and to the Premises plans and specifications (if any) for the Restoration and in and to that portion (if any) of the Casualty Proceeds which has not yet been received by Tenant from the insurer; and (ii) pay to Landlord, in immediately available funds, an amount (the "Damage Payment") equal to the greater of (x) the excess, if any, of the amount of Casualty Proceeds received by Tenant on or before such date over the amount of Casualty Proceeds theretofore expended by Tenant in connection with the Restoration, and (y) if the insurance policy maintained by Tenant under Section 7.1(a)(ii) was for less than the full replacement cost of the Improvements most recently determined pursuant to said Section, the amount reasonably estimated to be necessary to complete the Restoration. Any disputes under this Section 8.3(c) shall be taken by any public authority or for any public use or shall be condemned by submitted to arbitration in accordance with Article 21 hereof. (d) During the action of any public authority, then the term of this Lease may be terminated at the election of Tenant by the giving of notice to Landlord within sixty (60) days after period commencing on the date of the taking. In Damage Termination Notice and ending on the event any material part of the Premises or any part of the Building necessary for the conduct of Tenant's business at the Premises shall be destroyed or damaged by fire or other casualty (and Landlord has not elected to terminate the term of this Lease pursuant to Section 7.1.1), then as soon as practicable after the occurrence of such damageSpecified Damage Termination Date, Landlord shall give Tenant a notice (have full control over the "Restoration Notice") advising Tenant whether or not Landlord intends and may use the Damage Payment to restore defray the Premises (excluding any alterations made by Tenant) or such other portion costs of the Building Restoration. Landlord and Tenant shall reasonably cooperate with one another to a condition substantially effectuate the same as existed immediately prior to such damageRestoration in an efficient manner, and if Landlord intends to so restore, the time required to substantially complete such work, as reasonably estimated by an architect or a qualified general contractor selected by Landlord. If during the Restoration Notice indicates either that Landlord shall use reasonable efforts to minimize interference with Tenant's use of the undamaged portion (aif any) of the Demised Premises, Landlord shall not restore the Premises be liable to Tenant for any matter relating to or Building as provided above, or (b) the estimated time required for Landlord to substantially complete such restoration work shall exceed two hundred ten (210) days from the occurrence arising out of such casualty damage, then Tenant may elect to terminate the term of this Lease by giving notice to Landlord not later than thirty (30) days after the date on which Landlord gives Tenant the Restoration Notice. Tenant may also elect unless due to terminate the term of this Lease if the Lease is not terminated and Landlord's gross negligence or willful misfeasance; provided, however, that Landlord shall fail to complete such restoration of the Premises or Building as described in the Restoration Notice within the estimated repair period, as such period is extended for delays not within Landlord's retain reputable contractors who carry reasonable control (but not to exceed an additional thirty (30) days). Any election by Tenant to terminate the term of this Lease pursuant to the preceding sentence shall be made by notice given to Landlord not later than thirty (30) days after the expiration of the estimated repair period (as it may have been extended for delays beyond Landlord's reasonable control). Notwithstanding the foregoing, Tenant shall have no right to terminate the term of this Lease due to a fire or other casualty if the cause thereof was due solely to the negligence or other wrongful conduct of Tenant or any subtenant of Tenant or any agent, employee or contractor of Tenant or its subtenant(s)and customary public liability insurance.

Termination by Tenant. In (a) If the event Demised Premises are so damaged or destroyed that the Premises fifty percent (50%) or any part more of the Building required useable area thereof cannot, with the exercise by Tenant of all due diligence (giving due consideration to the then applicable Legal Requirements and taking into account any transfers by Landlord pursuant to Section 27.19 and subject to such waivers and variances as may reasonably expected to be given), be rendered tenantable and fit for the normal conduct of business not later than four (4) years prior to the Expiration Date, then (subject to the further provisions of this Section 8.3) Tenant may, by notice (the "Damage Termination Notice") to Landlord given within the ninety (90) day period (the "Election Period") following the date (the "Damage Date") of damage or destruction, elect to terminate this Lease as of a date specified in the Damage Termination Notice (the "Specified Damage Termination Date"). If Tenant shall timely give the Damage Termination Notice, this Lease shall terminate on the Specified Damage Termination Date; provided, however, that if on or prior to the date which is ninety (90) days after Landlord receives the Damage Termination Notice Landlord shall by notice to Tenant dispute Tenant's right to terminate this Lease pursuant this Section 8.3(a), the matter shall be determined by the Construction Manager and (i) if the Construction Manager's determination is in Landlord's favor, this Lease shall continue in full force and effect or (ii) if the Construction Manager's determination is in Tenant's favor, this Lease shall terminate effective as of the Specified Damage Termination Date. Any such determination by the Construction Manager shall not assume the use by Tenant of overtime labor, unless otherwise agreed by Tenant. At any time upon the request of Landlord or Tenant, the Construction Manager shall make a determination as to whether Tenant has the right to terminate this Lease pursuant to this Section 8.3(a). (b) At all times prior to the giving of the Damage Termination Notice, Tenant shall prosecute the Restoration with all due diligence and in accordance with the Plans and Specifications therefor (as reasonably approved by Landlord or as determined by the Construction Manager to have been required to be approved by Landlord pursuant to this Lease) subject to a reasonable time allowance for Unavoidable Delays and the time required to adjust insurance claims with the insurance companies, provided that Tenant is diligently pursuing the adjustment of such insurance claims; (c) Simultaneously with the giving of the Damage Termination Notice Tenant shall (i) assign to Landlord (by instruments reasonably satisfactory to Landlord) all of Tenant's business at right, title and interest in and to the Premises plans and specifications (if any) for the Restoration and in and to that portion (if any) of the Casualty Proceeds which has not yet been received by Tenant from the insurer; and (ii) pay to Landlord, in immediately available funds, an amount (the "Damage Payment") equal to the greater of (x) the excess, if any, of the amount of Casualty Proceeds received by Tenant on or before such date over the amount of Casualty Proceeds theretofore expended by Tenant in connection with the Restoration, and (y) if the insurance policy maintained by Tenant under Section 7.1(b) was for less than the full replacement cost of the Improvements most recently determined pursuant to said Section, the amount reasonably estimated to be necessary to complete the Restoration. Any disputes under this Section 8.3(c) shall be taken by any public authority or for any public use or shall be condemned by submitted to arbitration in accordance with Article 21 hereof. (d) During the action of any public authority, then the term of this Lease may be terminated at the election of Tenant by the giving of notice to Landlord within sixty (60) days after period commencing on the date of the taking. In Damage Termination Notice and ending on the event any material part of the Premises or any part of the Building necessary for the conduct of Tenant's business at the Premises shall be destroyed or damaged by fire or other casualty (and Landlord has not elected to terminate the term of this Lease pursuant to Section 7.1.1), then as soon as practicable after the occurrence of such damageSpecified Damage Termination Date, Landlord shall give Tenant a notice (have full control over the "Restoration Notice") advising Tenant whether or not Landlord intends and may use the Damage Payment to restore defray the Premises (excluding any alterations made by Tenant) or such other portion costs of the Building Restoration. Landlord and Tenant shall reasonably cooperate with one another to a condition substantially effectuate the same as existed immediately prior to such damageRestoration in an efficient manner, and if Landlord intends to so restore, the time required to substantially complete such work, as reasonably estimated by an architect or a qualified general contractor selected by Landlord. If during the Restoration Notice indicates either that Landlord shall use reasonable efforts to minimize interference with Tenant's use of the undamaged portion (aif any) of the Demised Premises. Landlord shall not restore the Premises be liable to Tenant for any matter relating to or Building as provided above, or (b) the estimated time required for Landlord to substantially complete such restoration work shall exceed two hundred ten (210) days from the occurrence arising out of such casualty damage, then Tenant may elect to terminate the term of this Lease by giving notice to Landlord not later than thirty (30) days after the date on which Landlord gives Tenant the Restoration Notice. Tenant may also elect unless due to terminate the term of this Lease if the Lease is not terminated and Landlord's gross negligence or willful misfeasance; provided, however, that Landlord shall fail to complete such restoration of the Premises or Building as described in the Restoration Notice within the estimated repair period, as such period is extended for delays not within Landlord's retain reputable contractors who carry reasonable control (but not to exceed an additional thirty (30) days). Any election by Tenant to terminate the term of this Lease pursuant to the preceding sentence shall be made by notice given to Landlord not later than thirty (30) days after the expiration of the estimated repair period (as it may have been extended for delays beyond Landlord's reasonable control). Notwithstanding the foregoing, Tenant shall have no right to terminate the term of this Lease due to a fire or other casualty if the cause thereof was due solely to the negligence or other wrongful conduct of Tenant or any subtenant of Tenant or any agent, employee or contractor of Tenant or its subtenant(s)and customary public liability insurance.

Termination by Tenant. In the event that the Premises or any part more than fifty percent (50%) of the Building required for the conduct rentable square feet of Tenant's business at the Premises shall be taken damaged or destroyed by any public authority fire or for any public use or shall be condemned other casualty not caused by the action gross negligence or willful misconduct of Tenant, any public authorityTenant Related Parties or any of Tenant’s contractors or subcontractors, such that in Tenant's good faith business judgment the remainder of the Premises is no longer suitable for Tenant's permitted use, then the term of Tenant may terminate this Lease may be terminated at the election of Tenant by the giving of notice to the Landlord within sixty thirty (6030) business days after the date of the taking. In the event any material part of the Premises or any part of the Building necessary for the conduct of Tenant's business at the Premises shall be destroyed or damaged by fire or other casualty (casualty, and Landlord has not elected upon such termination the rental obligations of Tenant shall be duly apportioned as of the date of such fire or other casualty, provided, however, that Tenant shall have no right to terminate the term Lease under this Section 14.5 if Tenant is in monetary or material non-monetary default of any of its obligations under the Lease after any applicable notice and cure period as of the date of the fire or other casualty. If Landlord does not elect to terminate this Lease pursuant to Landlord's termination right in Section 7.1.1)14.1 above, then as soon as practicable and the Damage Repair Estimate indicates that repairs cannot be completed within two hundred forty (240) days after the occurrence of such damage, date that Landlord shall give Tenant a notice (the "Restoration Notice") advising Tenant whether or not Landlord intends to restore the Premises (excluding any alterations made by Tenant) or such other portion learns of the Building to a condition substantially necessity of the same as existed immediately prior to such damagerepairs, and if Landlord intends to so restore, the time required to substantially complete such work, as reasonably estimated by an architect or a qualified general contractor selected by Landlord. If the Restoration Notice indicates either that (a) Landlord shall not restore the Premises or Building as provided above, or (b) the estimated time required for Landlord to substantially complete such restoration work shall exceed two hundred ten (210) days from the occurrence of such casualty damage, then Tenant may elect to terminate the term of this Lease by giving notice to Landlord elect, not later than thirty (30) days after Tenant's receipt of the Damage Repair Estimate, to terminate this Lease by written notice to Landlord effective as of the date on which Landlord gives Tenant the Restoration Noticespecified in Tenant's notice. Tenant may also elect to terminate the term of If this Lease if the Lease is has not been previously terminated and Landlord shall fail to complete such restoration if, as of the Premises or Building as described in the Restoration Notice within the estimated repair period, as such period date that is extended for delays not within Landlord's reasonable control (but not to exceed an additional thirty (30) days). Any election by Tenant to terminate the term of this Lease pursuant to the preceding sentence shall be made by notice given to Landlord not later than thirty (30) days prior to the Completion Date, such repairs are not yet completed, Landlord shall deliver to Tenant a certificate (the "Updated Completion Date Certificate") from the contractor who is performing the repairs certifying the date, in such contractor's best good faith judgment, by which the repairs will be completed (the "Updated Completion Date") and if the Updated Completion Date extends for at least ninety (90) days beyond the Completion Date (which ninety (90) day period will be extended on a day for day basis as a result of Force Majeure delays), then the sole remedy of Tenant shall be the right to either (a) deliver a termination notice to Landlord, which will mean that this Lease shall thereupon terminate and shall be of no further force and effect, or (b) agree to extend the Completion Date to the Updated Completion Date which is set forth in the Updated Completion Date Certificate. Failure of Tenant to make an election as set forth in (a) or (b) above in writing within ten (10) business days after receiving the expiration Updated Completion Date Certificate shall be deemed to constitute Tenant's agreement to extend the Completion Date to the Updated Completion Date set forth in the Completion Date Certificate. If the Completion Date is so extended, Landlord's right to request Tenant to elect to either terminate or further extend the Updated Completion Date shall remain and shall continue to remain, with the response period set forth above, until the repairs are completed or until this Lease is terminated. Furthermore, if the damage is material and occurs during the last twelve (12) months of the estimated repair period Lease Term (as it may have been extended for delays beyond Landlordor any applicable Renewal Term), or if the damage to the Improvements and Alterations is not fully covered by Tenant's reasonable control). Notwithstanding the foregoinginsurance policies, then in either such case, Tenant shall have no right be entitled to terminate the term of this Lease due by written notice to a fire or other casualty if the cause thereof was due solely to the negligence or other wrongful conduct of Tenant or any subtenant of Tenant or any agent, employee or contractor of Tenant or its subtenant(s)Landlord.