Common use of TOTAL OR PARTIAL TAKING Clause in Contracts

TOTAL OR PARTIAL TAKING. In case all of the Premises, or such part thereof as shall materially and substantially interfere with Tenant's ability to conduct its business upon the Premises, shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant shall have the right to terminate this Lease effective as of the date possession is required to be surrendered to said authority. Tenant shall not assert any claim against Landlord or the taking authority for any compensation because of such taking, and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant; provided, however, in the event of such a taking, Tenant shall be entitled to such portion of the award as shall be attributable to goodwill and for damage to, or the cost of removal of, Tenant's personal property. In the event this Lease is not terminated following a taking, Landlord shall be entitled to the entire amount of the award without deduction for any estate or interest of Tenant, Landlord shall, subject to the terms of any loan agreement with any lender, restore the Premises to substantially their same condition prior to such partial taking to the extent of any award proceeds received by Landlord, and a fair 1. In the event Tenant fails to deposit the Short Amount to Landlord within the time period set forth herein, in addition to any other remedies available to Landlord under this Lease or at law or in equity, Tenant shall thereafter be required to pay Monthly Rent without abatement for the remainder of the Term. Any amount of the award that is attributable to reimbursement of Tenant for loss of the ability to rent the Premises shall be Tenant’s property as long as the same does not reduce the amount of the award available to Landlord.

TOTAL OR PARTIAL TAKING. In case If all or a material portion of the Premises, or such part thereof as shall Premises which materially and substantially interfere with impairs Tenant's ’s ability to conduct its business upon in the Premises, shall be Premises is taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such a taking, either Tenant shall have the right to or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to said the authority. Tenant shall not assert any claim against Landlord or the taking authority for any compensation because of such taking, and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant; provided, however, in the event of such a taking, Tenant shall be entitled to such portion of the award as shall be attributable to goodwill and for damage to, or the cost of removal of, Tenant's personal property. In the event title to a portion of the Building or Project, whether or not including a portion of the Premises, is taken or sold in lieu of taking, and if Landlord elects to restore the Building in such a way as to alter the Premises materially, either party may terminate this Lease, by written notice to the other party, effective on the date of vesting of title. In the event neither party has elected to terminate this Lease as provided above, then Landlord shall promptly, after receipt of a sufficient condemnation award, proceed to restore the Premises to substantially their condition prior to the taking, and a proportionate allowance shall be made to Tenant for the rent corresponding to the time during which, and to the part of the Premises of which, Tenant is not terminated following deprived on account of the taking and restoration. In the event of a taking, Landlord shall be entitled to the entire amount of the condemnation award without deduction for any estate or interest of Tenant; provided that nothing in this Section shall be deemed to give Landlord any interest in, Landlord shall, subject to the terms of any loan agreement with any lender, restore the Premises to substantially their same condition prior to such partial taking to the extent of or prevent Tenant from seeking any award proceeds received by Landlordagainst the taking authority for, the taking of personal property and a fair 1. In fixtures belonging to Tenant or for relocation or business interruption expenses recoverable from the event Tenant fails to deposit the Short Amount to Landlord within the time period set forth herein, in addition to any other remedies available to Landlord under this Lease or at law or in equity, Tenant shall thereafter be required to pay Monthly Rent without abatement for the remainder of the Term. Any amount of the award that is attributable to reimbursement of Tenant for loss of the ability to rent the Premises shall be Tenant’s property as long as the same does not reduce the amount of the award available to Landlordtaking authority.

TOTAL OR PARTIAL TAKING. In case all of the Premises, or such part thereof as shall materially and substantially interfere with Tenant's ’s ability to conduct its business upon the Premises, shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant shall have the right to terminate this Lease effective as of the date possession is required to be surrendered to said authority. Tenant shall not assert any claim against Landlord or the taking authority for any compensation because of such taking, and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant; provided, however, in the event of such a taking, Tenant shall be entitled to such portion of the award as shall be attributable to the loss of the unamortized cost of the improvements to the Premises made and paid for by Tenant pursuant to Exhibit “C” (such amortization being the same as that used by Tenant for federal income tax purposes), relocation costs, goodwill and for damage to, or the cost of removal of, Tenant's ’s personal property. In the event this Lease is the amount of property or the type of estate taken shall not terminated following a takingmaterially and substantially interfere with the ability of Tenant to conduct its business upon the Premises, Landlord shall be entitled to the entire amount of the award without deduction for any estate or interest of Tenant, Landlord shall, subject to the terms of any loan agreement with any lender, shall restore the Premises to substantially their same condition prior to such partial taking to the extent of any award proceeds received by Landlord, and a fair 1. In fair and equitable abatement shall be made to Tenant for the event Tenant fails Annual Rent corresponding to deposit the Short Amount to Landlord within the time period set forth hereinduring which, in addition an (i to any other remedies available to Landlord under this Lease or at law or in equitythe part of the Premises of which, Tenant shall thereafter be required to pay Monthly Rent without abatement for the remainder so deprived on account of the Term. Any amount of the award that is attributable to reimbursement of Tenant for loss of the ability to rent the Premises shall be Tenant’s property as long as the same does not reduce the amount of the award available to Landlordsuch taking and restoration.

TOTAL OR PARTIAL TAKING. In case If all or a material portion of the Premises, or such part thereof as shall any Building which materially and substantially interfere with impairs Tenant's ’s ability to conduct its business upon the Premises, shall be from such Building is taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such a taking, either Tenant shall have the right to or Landlord may terminate this Lease as to such Building effective as of the date possession is required to be surrendered to said the authority. Tenant shall not assert any claim against Landlord or the taking authority for any compensation because of such taking, and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant; provided, however, in the event of such a taking, Tenant shall be entitled to such portion of the award as shall be attributable to goodwill and for damage to, or the cost of removal of, Tenant's personal property. In the event title to any Building is taken or sold in lieu of taking, and if Landlord elects to restore that Building in such a way as to materially alter the Building, either party may terminate this Lease as to such Building, by written notice to the other party, effective on the date of vesting of title. Should either party so elect to terminate, the Basic Rent and Tenant’s Share of Operating Expenses shall be appropriately adjusted to reflect the square footage reduction. In the event neither party has elected to terminate this Lease as provided above, then Landlord shall promptly, after receipt of a sufficient condemnation award, proceed to restore the Building to substantially its condition prior to the taking, and a proportionate allowance shall be made to Tenant for the rent corresponding to the time during which, and to the part of the Building of which, Tenant is not terminated following deprived on account of the taking and restoration. In addition, Tenant’s Share of Operating Expenses shall be adjusted to reflect the taking. In the event of a taking, Landlord shall be entitled to the entire amount of the condemnation award without deduction for any estate or interest of Tenant; provided that nothing in this Section shall be deemed to give Landlord any interest in, Landlord shall, subject to the terms of any loan agreement with any lender, restore the Premises to substantially their same condition prior to such partial taking to the extent of or prevent Tenant from seeking any award proceeds received by Landlordagainst the taking authority for, the taking of personal property and a fair 1. In fixtures belonging to Tenant or for relocation or business interruption expenses recoverable from the event Tenant fails to deposit the Short Amount to Landlord within the time period set forth herein, in addition to any other remedies available to Landlord under this Lease or at law or in equity, Tenant shall thereafter be required to pay Monthly Rent without abatement for the remainder of the Term. Any amount of the award that is attributable to reimbursement of Tenant for loss of the ability to rent the Premises shall be Tenant’s property as long as the same does not reduce the amount of the award available to Landlordtaking authority.

TOTAL OR PARTIAL TAKING. In case all of the Premises, or such part thereof as shall which materially and substantially interfere or adversely interferes with Tenant▇▇▇▇▇▇'s ability to conduct its normal business upon operations at the Premises, shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant shall have the right to terminate this Lease effective as of the date possession is required to be surrendered to said authority. Tenant shall not assert any claim claim, against Landlord or the taking authority for any compensation because of such taking, and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant; provided, however, in the event of such a taking, Tenant shall be entitled to such portion of the award as shall be attributable to goodwill and for damage to, or the cost of removal of, Tenant▇▇▇▇▇▇'s personal property, ▇▇▇▇▇▇'s relocation expenses and any other damage to Tenant's business by reason of such taking and fifty percent (50%) of the "bonus" or "excess value" of its leasehold interest hereunder. In the event this Lease is not terminated following a taking, Landlord shall be entitled to the entire amount of the award without deduction for any estate or interest of Tenant, Landlord shall, subject to the terms of any loan agreement with any lender, shall restore the Premises to substantially their same condition prior to such partial taking to the extent of any award proceeds received by Landlord, and a fair 1. In fair and equitable abatement shall be made to Tenant for the event Tenant fails Rent corresponding to deposit the Short Amount to Landlord within the time period set forth hereinduring which, in addition and to any other remedies available to Landlord under this Lease or at law or in equitythe part of the Premises of which, Tenant shall thereafter be required to pay Monthly Rent without abatement for the remainder so deprived on account of the Termsuch taking and restoration. Any amount of If the award that is attributable proceeds from the taking are insufficient to reimbursement of Tenant for loss of restore the Premises as required by the preceding sentence and Landlord does not provide its own funds to so restore the Premises, and if as a result thereof ▇▇▇▇▇▇'s ability to rent use the Premises shall be Tenant’s property as long as the same does not reduce the amount of the award available contemplated by this Lease is materially and substantially impaired, then Tenant may elect to Landlordterminate this Lease.

TOTAL OR PARTIAL TAKING. In case If all or a material portion of the Premises, or such part thereof as shall materially and substantially interfere with Tenant's ability to conduct its business upon the Premises, shall be Premises is taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such a taking, either Tenant shall have the right to or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to said the authority. Tenant shall not assert any claim against Landlord or the taking authority for any compensation because of such taking, and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant; provided, however, in the event of such a taking, Tenant shall be entitled to such portion of the award as shall be attributable to goodwill and for damage to, or the cost of removal of, Tenant's personal property. In the event title to a portion of the Building or Project, other than the Premises, is taken or sold in lieu of taking, and if Landlord elects to restore the Building in such a way as to materially alter the Premises or Tenant’s reasonable use thereof, Landlord or Tenant may terminate this Lease, by written notice to the other, effective on the date of vesting of title. In the event neither party has elected to terminate this Lease as provided above, then Landlord shall promptly, after receipt of a sufficient condemnation award, proceed to restore the Premises to substantially their condition prior to the taking, and a proportionate allowance shall be made to Tenant for the rent corresponding to the time during which, and to the part of the Premises of which, Tenant is not terminated following deprived on account of the taking and restoration. In the event of a taking, Landlord shall be entitled to the entire amount of the condemnation award without deduction for any estate or interest of Tenant; provided that nothing in this Section shall be deemed to give Landlord any interest in, Landlord shall, subject to the terms of any loan agreement with any lender, restore the Premises to substantially their same condition prior to such partial taking to the extent of or prevent Tenant from seeking any award proceeds received by Landlord, and a fair 1. In against the event Tenant fails to deposit the Short Amount to Landlord within the time period set forth herein, in addition to any other remedies available to Landlord under this Lease or at law or in equity, Tenant shall thereafter be required to pay Monthly Rent without abatement taking authority for the remainder taking of personal property and fixtures belonging to Tenant or for relocation or business interruption expenses recoverable from the Term. Any amount of the award that is attributable to reimbursement of Tenant for loss of the ability to rent the Premises shall be Tenant’s property as taking authority, so long as the same does Landlord’s award is not reduce the amount of the award available to Landlorddiminished thereby.

TOTAL OR PARTIAL TAKING. In case If all or a material portion of the Premises, or such part thereof as shall materially and substantially interfere with Tenant's ability to conduct its business upon the Premises, shall be Premises is taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such a taking, either Tenant shall have the right to or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to said the authority. Tenant shall not assert any claim against Landlord or the taking authority for any compensation because of such taking, and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant; provided, however, in the event of such a taking, Tenant shall be entitled to such portion of the award as shall be attributable to goodwill and for damage to, or the cost of removal of, Tenant's personal property. In the event title to a portion of the Building or Project, whether or not including a portion of the Premises, is taken or sold in lieu of taking, Landlord may elect to restore the Building or Project or, if a material portion of the Building or Project is taken or sold in lieu of taking, terminate this Lease. If Landlord elects to restore the Building in such a way as to alter the Premises materially, either party may terminate this Lease, by written notice to the other party, effective on the date of vesting of title. In the event neither party has elected to terminate this Lease as provided above, then Landlord shall promptly, after receipt of a sufficient condemnation award, proceed to restore the Premises to substantially their condition prior to the taking, and a proportionate allowance shall be made to Tenant for the rent corresponding to the time during which, and to me part of the Premises of which, Tenant is not terminated following deprived on account of the taking and restoration. In the event of a taking, Landlord shall be entitled to the entire amount of the condemnation award without deduction for any estate or interest of Tenant; provided that nothing in this Section shall be deemed to give Landlord any interest in, Landlord shall, subject to the terms of any loan agreement with any lender, restore the Premises to substantially their same condition prior to such partial taking to the extent of or prevent Tenant from seeking any award proceeds received by Landlordagainst the taking authority for, the taking of personal property and a fair 1. In fixtures belonging to Tenant or for relocation or business interruption expenses recoverable from the event Tenant fails to deposit the Short Amount to Landlord within the time period set forth herein, in addition to any other remedies available to Landlord under this Lease or at law or in equity, Tenant shall thereafter be required to pay Monthly Rent without abatement for the remainder of the Term. Any amount of the award that is attributable to reimbursement of Tenant for loss of the ability to rent the Premises shall be Tenant’s property as long as the same does not reduce the amount of the award available to Landlordtaking authority.

TOTAL OR PARTIAL TAKING. In case If all or a material portion of the Premises, or such part thereof as shall materially and substantially interfere with Tenant's ability to conduct its business upon the Premises, shall be Premises is taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such a taking, either Tenant shall have the right to or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to said the authority. Tenant shall not assert any claim against In the event either: (i) title to a portion of the Building or Project, other than the Premises, is taken or sold in lieu of taking, and if Landlord elects to restore the Building in such a way as to alter the Premises materially, or (ii) Landlord fails to restore the taking authority for any compensation because Building within two hundred seventy (270) days following the effective date of such taking, and then Tenant may terminate this Lease, by written notice to Landlord shall be entitled to receive given within thirty (30) days thereafter, effective on the entire amount date of any award without deduction for any estate or interest vesting of Tenant; provided, however, in the event of such a taking, Tenant shall be entitled to such portion of the award as shall be attributable to goodwill and for damage to, or the cost of removal of, Tenant's personal propertytitle. In the event neither party has elected to terminate this Lease as provided above, then Landlord shall promptly, after receipt of a sufficient condemnation award, proceed to restore the Premises to substantially their condition prior to the taking, and a proportionate allowance shall be made to Tenant for the rent corresponding to the time during which, and to the part of the Premises of which, Tenant is not terminated following deprived on account of the taking and restoration. In the event of a taking, Landlord shall be entitled to the entire amount of the condemnation award without deduction for any estate or interest of Tenant; provided that nothing in this Section shall be deemed to give Landlord any interest in, Landlord shall, subject to the terms of any loan agreement with any lender, restore the Premises to substantially their same condition prior to such partial taking to the extent of or prevent Tenant from seeking any award proceeds received by Landlordagainst the taking authority for, the taking of personal property and a fair 1. In the event fixtures belonging to Tenant fails to deposit the Short Amount to Landlord within the time period set forth herein, in addition to any other remedies available to Landlord under this Lease or at law for relocation or in equity, Tenant shall thereafter be required to pay Monthly Rent without abatement for the remainder of the Term. Any amount of the award that is attributable to reimbursement of Tenant for business interruption expenses or loss of good will recoverable from the ability to rent the Premises shall be Tenant’s property as long as the same does not reduce the amount of the award available to Landlordtaking authority.

TOTAL OR PARTIAL TAKING. In case all of the Premises, or such part thereof as shall materially and substantially interfere with Tenant's ability to conduct its business upon the Premises, shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant shall have the right to terminate this Lease effective as of the date possession is required to be surrendered to said authority. Tenant shall not assert any claim against Landlord or the taking authority for any compensation because of such taking, and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant; provided, however, in the event of such a taking, Tenant shall be entitled to such portion of the award as shall be attributable to the loss of the unamortized cost of the improvements to the Premises made and paid for by Tenant pursuant to Exhibit "C" (such amortization being the same as that used by Tenant for federal income tax purposes), relocation costs, goodwill and for damage to, or the cost of removal of, Tenant's personal property. In the event this Lease is the amount of property or the type of estate taken shall not terminated following a takingmaterially and substantially interfere with the ability of Tenant to conduct its business upon the Premises, Landlord shall be entitled to the entire amount of the award without deduction for any estate or interest of Tenant, Landlord shall, subject to the terms of any loan agreement with any lender, shall restore the Premises to substantially their same condition prior to such partial taking to the extent of any award proceeds received by Landlord, and a fair 1. In fair and equitable abatement shall be made to Tenant for the event Tenant fails Annual Rent corresponding to deposit the Short Amount to Landlord within the time period set forth hereinduring which, in addition an(i to any other remedies available to Landlord under this Lease or at law or in equitythe part of the Premises of which, Tenant shall thereafter be required to pay Monthly Rent without abatement for the remainder so deprived on account of the Term. Any amount of the award that is attributable to reimbursement of Tenant for loss of the ability to rent the Premises shall be Tenant’s property as long as the same does not reduce the amount of the award available to Landlordsuch taking and restoration.

TOTAL OR PARTIAL TAKING. In case (a) If all or any part of the Premises, or such part thereof as shall materially and substantially interfere with Tenant's ability to conduct its business upon the Premises, Premises shall be taken for any public or quasi-public purpose by any lawful power or authority by as a result of the exercise of the right power of appropriationeminent domain or any transfer in lieu thereof, condemnation or eminent domain, or sold this Lease shall terminate as to prevent such the part so taken as of the date of taking. In the case of a partial taking, Tenant shall have the right to terminate this Lease effective as to the balance of the date possession is required Premises by written notice to be surrendered to said authority. Tenant shall not assert any claim against Landlord or the taking authority for any compensation because of within thirty (30) days after such taking, and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenantdate; provided, however, in that a condition to the event exercise by Tenant of such a taking, Tenant right to terminate shall be entitled to such that the portion of the award as Premises taken shall be attributable of such extent and nature as to goodwill and for damage to, or the cost of removal of, materially impair Tenant's personal propertyuse of the balance of the Premises as a restaurant. In the event of a partial taking of the Premises which does not result in a termination of this Lease, the Base Rent thereafter to be paid shall be equitably reduced. (b) If any material part of the Building shall be taken as a result of the exercise of the power of eminent domain or any transfer in lieu thereof, Landlord shall have the right to terminate this Lease is not terminated following a by written notice to Tenant within thirty (30) days of the date of the taking. (c) In the event of any taking, Landlord shall be entitled to any award which may be paid or made in connection therewith. Tenant shall have no claim against Landlord for the entire amount of the award without deduction for any estate or interest of Tenant, Landlord shall, subject to the terms value of any loan agreement with any lender, restore the Premises to substantially their same condition prior to such partial taking to the extent unexpired term of any award proceeds received by Landlord, and a fair 1. In the event Tenant fails to deposit the Short Amount to Landlord within the time period set forth herein, in addition to any other remedies available to Landlord under this Lease or at law or in equity, otherwise except that Tenant shall thereafter be required to pay Monthly Rent without abatement for the remainder of the Term. Any amount may claim any portion of the award that is attributable specifically allocable to reimbursement Tenant's relocation expenses or the interruption of Tenant for or damage to Tenant's business or loss or damage to Tenant's Property. (d) The parties understand and agree that the foregoing provisions of this Section are intended to govern fully the rights and obligations of the ability parties in the event of a taking. Tenant and Landlord each hereby waives and releases any right to rent the Premises shall be Tenant’s property as long as the same does not reduce the amount terminate this Lease in whole or in part under Sections 1265.120 and 1265.130 of the award available to LandlordCalifornia Code of Civil Procedure (partial termination of lease and Court order terminating lease, respectively) or under any similar law, statute or ordinance now or hereafter in effect.

TOTAL OR PARTIAL TAKING. In case all of the Premises, or such part thereof as shall materially and substantially interfere with Tenant's ’s ability to conduct its business upon the Premises, shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant shall have the right to terminate this Lease effective as of the date possession is required to be surrendered to said authority. authority Tenant shall not assert any claim against Landlord or the taking authority for any compensation because of such taking, and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant; , provided, however, in the event of such a taking, Tenant shall be entitled to such portion of the award as shall be attributable to the loss of the unamortized cost of the Improvements to the Premises made and paid for by Tenant pursuant to Exhibit “C” (such amortization being the same as that used by Tenant for federal income tax purposes), goodwill and for damage to, or the cost of removal of, Tenant's ’s personal property. property In the event this Lease is the amount of property or the type of estate taken shall not terminated following a takingmaterially and substantially interfere with the ability of Tenant to conduct its business upon the Promises, Landlord shall be entitled to the entire amount of the award without deduction for any estate or interest of Tenant, Landlord shall, subject to the terms of any loan agreement with any lender, shall restore the Premises to substantially their same condition prior to such partial taking to the extent of any award proceeds received by Landlord, and a fair 1. In fair and equitable abatement shall be made to Tenant for the event Tenant fails Annual Rent corresponding to deposit the Short Amount to Landlord within the time period set forth hereinduring which, in addition and to any other remedies available to Landlord under this Lease or at law or in equitythe part of the Premises of which, Tenant shall thereafter be so deprived on account of such taking and restoration if the award proceeds from the taking are insufficient to restore the Premises as required by the preceding sentence and Landlord does not provide its own funds to pay Monthly Rent without abatement for so restore the remainder Premises, and if as a result thereof Tenant’s ability to use the Premises as contemplated by this Lease is materially and substantially Impaired, then Tenant may elect to terminate this Lease by giving Landlord written notice thereof; provided. however, Landlord may rescind such termination by giving Tenant written notice within ten (10) business days following Landlord’s receipt of such termination notice from Tenant that Landlord will provide the necessary funds to so restore the Premises Notwithstanding anything above to the contrary, if any part of the Term. Any amount Project shall be taken (whether or not such taking substantially Interferes with Tenant’s use of the award that is attributable Premises), Landlord may terminate this Lease upon thirty (30) days’ prior written notice to reimbursement of Tenant for loss of the ability to rent the Premises shall be Tenant’s property as long as Landlord also terminates leases of all other tenants leasing comparably sized space within the same does not reduce the amount of the award available to Landlord.Project for comparable lease terms

TOTAL OR PARTIAL TAKING. In case all of the Premises, or such part thereof as shall is taken which materially and substantially interfere adversely interferes with Tenant's ability to conduct its normal business upon the Premisesoperations in a Building, shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant shall have the right to terminate this Lease as to the affected Building effective as of the date possession is required to be surrendered to said authority. Tenant shall not assert any claim against Landlord or the taking authority for any compensation because of such taking, and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant; provided, however, in the event of such a taking, Tenant shall be entitled to such portion of the award as shall be attributable to goodwill and for damage to, or the cost of removal of, Tenant's personal property, Tenant's relocation expenses and any other damage to Tenant's business by reason of such taking and fifty percent (50%) of the "bonus" or "excess value" of its leasehold interest hereunder. In the event this Lease is not terminated following a takingdispute arises between Landlord and Tenant with respect to whether such taking of a portion of the Premises materially and adversely interferes with Tenant's ability to conduct its normal business operations in a Building, Landlord such dispute shall be entitled submitted to arbitration in accordance with the entire amount provisions of the award without deduction for any estate or interest of Tenant, Landlord shall, subject to the terms of any loan agreement with any lender, restore the Premises to substantially their same condition prior to such partial taking to the extent of any award proceeds received by Landlord, and a fair 1. In the event Tenant fails to deposit the Short Amount to Landlord within the time period set forth herein, in addition to any other remedies available to Landlord under this Lease or at law or in equity, Tenant shall thereafter be required to pay Monthly Rent without abatement for the remainder of the Term. Any amount of the award that is attributable to reimbursement of Tenant for loss of the ability to rent the Premises shall be Tenant’s property as long as the same does not reduce the amount of the award available to Landlord.Section 31.20

TOTAL OR PARTIAL TAKING. In case If the whole of the Premises (provided that if 60% or more of the Premises are taken, or if the automobile parking spaces available for Tenant’s exclusive use shall be less than twenty (20) as a result of the taking, Tenant may deem that all of the Premises are taken), or such portion thereof as will make the Premises impractical for Tenant to use for the purposes leased hereunder, shall be taken by any public authority under the power of eminent domain or sold to public authority under threat or in lieu of such taking, the Term shall cease as of the day possession or title shall be taken by such public authority, whichever is earlier (“Taking Date”), whereupon the Rent and all other charges shall be paid up to the Taking Date with a proportionate refund by Landlord of any Rent and all other charges paid for a period subsequent to the Taking Date. If less than the whole of the Premises, or less than such part portion thereof as shall materially will make the Premises impractical for Tenant to use for the purposes leased hereunder as of the Taking Date, is taken, Base Rent and substantially interfere with Tenant's ability other charges payable to conduct its business upon the Premises, Landlord shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise reduced in proportion to the amount of the right Premises taken. If this Lease is not terminated, Landlord shall repair any damage to the Premises caused by the taking to the extent necessary to make the Premises reasonably tenantable within the limitations of appropriation, condemnation the available compensation awarded for the taking (exclusive of any amount awarded for land). If the compensation awarded for the taking (exclusive of any amount awarded for land) is not sufficient to repair or eminent domain, restore the Premises in accordance with the preceding sentence and Landlord is unwilling or sold unable to prevent provide the additional funding required for such takingrepair or restoration, Tenant shall have the right to terminate this Lease effective as of the date possession is required to be surrendered to said authority. Tenant shall not assert any claim against Landlord or the taking authority for any compensation because of such taking, and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant; provided, however, in the event of such a taking, Tenant shall be entitled to such portion of the award as shall be attributable to goodwill and for damage to, or the cost of removal of, Tenant's personal property. In the event this Lease is not terminated following a taking, Landlord shall be entitled to the entire amount of the award without deduction for any estate or interest of Tenant, Landlord shall, subject to the terms of any loan agreement with any lender, restore the Premises to substantially their same condition prior to such partial taking to the extent of any award proceeds received by Landlord, and a fair 1. In the event Tenant fails to deposit the Short Amount to Landlord within the time period set forth herein, in addition to any other remedies available to Landlord under this Lease or at law or in equity, Tenant shall thereafter be required to pay Monthly Rent without abatement for the remainder of the Term. Any amount of the award that is attributable to reimbursement of Tenant for loss of the ability to rent the Premises shall be Tenant’s property as long as the same does not reduce the amount of the award available upon written notice to Landlord.

TOTAL OR PARTIAL TAKING. In case If all or a material portion of the Premises, or such part thereof as shall materially and substantially interfere with Tenant's ability to conduct its business upon the Premises, shall be Premises is taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such a taking, either Tenant shall have the right to or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to said the authority. Tenant shall not assert any claim against Landlord or the taking authority for any compensation because of such taking, and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant; provided, however, in the event of such a taking, Tenant shall be entitled to such portion of the award as shall be attributable to goodwill and for damage to, or the cost of removal of, Tenant's personal property. In the event title to a portion of the Building or Project, whether or not including a portion of the Premises, is taken or sold to prevent a taking, and if Landlord elects to restore the Building in such a way as to alter the Premises materially, either party may terminate this Lease, by written notice to the other party, effective on the date of vesting of title. In the event neither party has elected to terminate this Lease as provided above, then Landlord shall promptly, after receipt of a sufficient condemnation award, proceed to restore the Premises to substantially their condition prior to the taking, and a proportionate allowance shall be made to Tenant for the rent corresponding to the time during which, and to the part of the Premises of which, Tenant is not terminated following deprived on account of the taking and restoration. In addition, Tenant’s Share of Operating Expenses and all other elements of this Lease which are a function of the square footage of the Premises shall be adjusted to reflect the taking. In the event of a taking, Landlord shall be entitled to the entire amount of the condemnation award without deduction for any estate or interest of Tenant; provided that nothing in this Section shall be deemed to give Landlord any interest in, Landlord shall, subject to the terms of any loan agreement with any lender, restore the Premises to substantially their same condition prior to such partial taking to the extent of or prevent Tenant from seeking any award proceeds received by Landlordagainst the taking authority for, the taking of personal property and a fair 1. In fixtures belonging to Tenant or for relocation or business interruption expenses recoverable from the event Tenant fails to deposit the Short Amount to Landlord within the time period set forth herein, in addition to any other remedies available to Landlord under this Lease or at law or in equity, Tenant shall thereafter be required to pay Monthly Rent without abatement for the remainder of the Term. Any amount of the award that is attributable to reimbursement of Tenant for loss of the ability to rent the Premises shall be Tenant’s property as long as the same does not reduce the amount of the award available to Landlordtaking authority.

TOTAL OR PARTIAL TAKING. (a) In case the event (i) all of the Premises, or such substantial part thereof of the Premises or the Project as shall materially and substantially adversely interfere with Tenant's ability to conduct its business upon the Premises, shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold in lieu of or to prevent such taking, or (ii) so much of the Common Parking Area shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold in lieu of or to prevent such taking and, after such taking or sale in lieu thereof, Landlord can no longer provide Tenant with Tenant's allocated parking spaces as provided in Section 6.8 above (unless Tenant at its sole option elects to reduce its parking rights accordingly), either party shall have the right to terminate this Lease by providing the other party (and, with respect to a termination by Tenant, any Mortgagee or Ground Lessor) written notice thereof within thirty (30) days of such party's receipt of a notice of such taking. Such termination shall be effective as of the date possession is required to be surrendered to said authority. Tenant Said termination of this Lease shall not assert any claim against release Landlord or the taking authority for Tenant from any compensation because obligations or liabilities of such takingparty under this Lease, and actual or contingent, which have accrued on or prior to said termination. Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant; provided, however, in the event of such a taking, Tenant shall be entitled to such portion share of the award as shall be is equitably attributable to goodwill Tenant Changes and for damage to, or the cost of removal of, Tenant's personal property. Property (if any), and Tenant shall have the right to recover from any condemning authority, through a separate award which does not reduce Landlord's award, any compensation as may be awarded Tenant on account of moving and relocation expenses and depreciation to and removal of Tenant's physical property from the Premises, including, without limitation, any of Tenant's Property. (b) In the event of a taking described in Section 19.1(a) and this Lease is not terminated following a as described in such section, then this Lease shall continue in full force and effect except that after such taking, the Annual Rent shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, Landlord shall be entitled make all necessary repairs or alternations within the scope of Exhibits K-1 and K-2 necessary to the entire amount of the award without deduction for any estate or interest of Tenant, Landlord shall, subject to the terms of any loan agreement with any lender, restore make the Premises to substantially their same condition prior to such partial taking to the extent of any award proceeds received by Landlord, and a fair 1. In the event Tenant fails to deposit the Short Amount to Landlord within the time period set forth hereinan architectural whole, in addition to any other remedies available to Landlord under this Lease or at law or in equity, Tenant shall thereafter be required to pay Monthly Rent without abatement for the remainder of the Term. Any amount of the award that is attributable to reimbursement of Tenant for loss of the ability to rent the Premises shall be Tenant’s property as long as the same does not reduce the amount of the award available to Landlord's reasonable business judgement.

TOTAL OR PARTIAL TAKING. In case If all or a material portion of the Premises (i.e., such portion of the Premises, or such part thereof as shall materially and substantially interfere with reasonably determined by Tenant's ability to conduct , without which Tenant cannot reasonably operate its business upon within the Premises, shall be ) is taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such a taking, either Tenant shall have the right to or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to said the authority. Tenant shall not assert any claim against Landlord or the taking authority for any compensation because of such taking, and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant; provided, however, in the event of such a taking, Tenant shall be entitled to such portion of the award as shall be attributable to goodwill and for damage to, or the cost of removal of, Tenant's personal property. In the event title to a portion of the Premises is taken or sold in lieu of taking, and if Landlord elects to restore the Premises in such a way as to alter the Premises materially, either party may terminate this Lease, by written notice to the other party, effective on the date of vesting of title. In the event neither party has elected to terminate this Lease as provided above, then Landlord shall promptly, after receipt of a sufficient condemnation award, proceed to restore the Premises to substantially their condition prior to the taking, and a proportionate allowance shall be made to Tenant for the rent corresponding to the time during which, and to the part of the Premises of which, Tenant is not terminated following deprived on account of the taking and restoration. In the event of a taking, Landlord shall be entitled to the entire amount of the condemnation award without deduction for any estate or interest of Tenant; provided that nothing in this Section shall be deemed to give Landlord any interest in, Landlord shall, subject to the terms of any loan agreement with any lender, restore the Premises to substantially their same condition prior to such partial taking to the extent of or prevent Tenant from seeking any award proceeds received by Landlordagainst the taking authority for, the taking of personal property and a fair 1. In the event fixtures belonging to Tenant fails to deposit the Short Amount to Landlord within the time period set forth herein, in addition to any other remedies available to Landlord under this Lease or at law for relocation or in equity, Tenant shall thereafter be required to pay Monthly Rent without abatement for the remainder of the Term. Any amount of the award that is attributable to reimbursement of Tenant business interruption expenses or for loss of goodwill recoverable from the ability to rent the Premises shall be Tenant’s property as long as the same does not reduce the amount of the award available to Landlordtaking authority.

TOTAL OR PARTIAL TAKING. In case the event (i) all of the Premises, or such substantial part thereof of the Premises or the Project as shall materially materially, substantially and substantially adversely interfere with Tenant's ability to conduct its business upon the Premises, shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold in lieu of or to prevent such taking, or (ii) so much of the Common Parking Area shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold in lieu of or to prevent such taking and, after such taking or sale in lieu thereof, Landlord can no longer provide Tenant with Tenant's allocated parking spaces as provided in Section 6.8 above (unless Tenant elects to reduce its parking rights accordingly), either party shall have the right to terminate this Lease by providing the other party (and, with respect to a termination by Tenant, any Mortgagee or Ground Lessor) written notice thereof within thirty (30) days of such party's receipt of a notice of such taking. Such termination shall be effective as of the date possession is required to be surrendered to said authority. Said termination of this Lease shall not release Landlord or Tenant from any obligations or liabilities of such party under this Lease, actual or contingent, which have accrued on or prior to said termination. Tenant shall not assert any claim against Landlord or the taking authority for any compensation because of such taking, and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant; provided, however, in the event of such a taking, Tenant shall be entitled to such portion share of the award as shall be is equitably attributable to goodwill Tenant Changes and for damage to, or the cost of removal of, Tenant's personal property. In the event this Lease is not terminated following a taking, Landlord shall be entitled to the entire amount of the award without deduction for any estate or interest of Tenant, Landlord shall, subject to the terms of any loan agreement with any lender, restore the Premises to substantially their same condition prior to such partial taking to the extent of any award proceeds received by LandlordProperty (if any), and a fair 1. In the event Tenant fails to deposit the Short Amount to Landlord within the time period set forth herein, in addition to any other remedies available to Landlord under this Lease or at law or in equity, Tenant shall thereafter be required have the right to pay Monthly Rent without abatement for the remainder of the Term. Any amount of the recover from any condemning authority, through a separate award that is attributable to reimbursement of Tenant for loss of the ability to rent the Premises shall be Tenant’s property as long as the same which does not reduce Landlord's award, any compensation as may be awarded Tenant on account of moving and relocation expenses and depreciation to and removal of Tenant's physical property from the amount Premises, including, without limitation, any of the award available to LandlordTenant's Property.

TOTAL OR PARTIAL TAKING. In case all of the Premises, or such part thereof as shall materially and substantially interfere with Tenant's ability to conduct its business upon the Premises, shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant shall have the right to terminate this Lease effective as of the date possession is required to be surrendered to said authority. Tenant shall not assert any claim against Landlord or the taking authority for any compensation because of such taking, and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant; provided, however, in the event of such a taking, Tenant shall be entitled to such portion of the award as shall be attributable to the loss of the unamortized cost of the improvements to the Premises made and paid for by Tenant pursuant to EXHIBIT "C" (such amortization being the same as that used by Tenant for federal income tax purposes), goodwill and for damage to, or the cost of removal of, Tenant's personal property. In the event this Lease is the amount of property or the type of estate taken shall not terminated following a takingmaterially and substantially interfere with the ability of Tenant to conduct its business upon the Premises, Landlord shall be entitled to the entire amount of the award without deduction for any estate or interest of Tenant, Landlord shall, subject to the terms of any loan agreement with any lender, shall restore the Premises to substantially their same condition prior to such partial taking to the extent of any award proceeds received by Landlord, and a fair 1. In fair and equitable abatement shall be made to Tenant for the event Tenant fails Annual Rent corresponding to deposit the Short Amount to Landlord within the time period set forth hereinduring which, in addition and to any other remedies available to Landlord under this Lease or at law or in equitythe part of the Premises of which, Tenant shall thereafter be so deprived on account of such taking and restoration. If the award proceeds from the taking are insufficient to restore the Premises as required by the preceding sentence and Landlord does not provide its own funds to pay Monthly Rent without abatement for so restore the remainder Premises, and if as a result thereof Tenant's ability to use the Premises as contemplated by this Lease is materially and substantially impaired, then Tenant may elect to terminate this Lease by giving Landlord written notice thereof; provided, however, Landlord may rescind such termination by giving Tenant written notice within ten (10) business days following Landlord's receipt of such termination notice from Tenant that Landlord will provide the necessary funds to so restore the Premises. Notwithstanding anything above to the contrary, if any part of the Term. Any amount Project shall be taken (whether or not such taking substantially interferes with Tenant's use of the award that is attributable Premises), Landlord may terminate this Lease upon thirty (30) days' prior written notice to reimbursement of Tenant for loss of the ability to rent the Premises shall be Tenant’s property as long as Landlord also terminates leases of all other tenants leasing comparably sized space within the same does not reduce the amount of the award available to LandlordProject for comparable lease terms.