|
EXHIBIT 1C
<br />Casualty Damage, (ii) the I-lolde, of any Security Instrumem requires any Insurance proceeds with respect to such Casualty Damage to be apal led to
<br />the outstanding balance of the obligation secured by such Security Ins6vment, (I))) the cost of the Restoration Is not fully covered by Insurance
<br />proceeds available to Landlord and/or payments received by Landlord from tenants, (iv) Tenant shall be entilied to an abatement or Rent under this
<br />Section 131 for a period of time In excess of thirty-three percent (33%) of the remainder of the Term, or (v) such Casualty occurs during the lost
<br />eighteen (19) months ol'Lhe Term (disregarding Extension Terms, If any), Such right Oftermivalion shall be exercisable by Landlord bydelivery of
<br />written notice to Teount at any time following the Casualty until sixty (60) days fallowing the later or., (A) delivery of the Damage Notice or (B)
<br />Landlord's discovery ordetermination of anyofthe events described br clauses (I) through (v) ortho preceding sentence, and shall be effective upon
<br />delivery or such notice of le'mhunlon (or i rTenont has not vacated One Promises, thirty (30) days therenf er)•
<br />13,11 N4dyar. Landlord and Tenant agree that die provisions of this Section 13.1 and the remaining provisions or this Lease
<br />she11 exclusively govern tha rights and obligations of Ole parties with respect to any and n11 damage to, or destmedon of, all or oily portion arthe
<br />Premises or the Project, and Landlord and Tenant hereby waive and release each and all of their respective common law and statutory rights
<br />Inconsistent herewith, whedier now or herelnafter)n affect (including, without dried orlon, Sections 1932(2) and 1933(4)'orthe California Civil Code,
<br />as amended from time to time),
<br />13.2 Tnk , I r the whole or am aterief portion of die Promises, the Bul [ding or the Project shall betaken und or the power oteralnent
<br />domain, or sold to prevent the exercise thereof (collectively, a "Taking"), this Lease shall automatically terminate as of Ole earlier of the date of
<br />transfer of title resulting From such Taking or the date of Iransfer of possession resulting from such Taking (the "Tatting Date"), In the event Ora
<br />Taking orsuch portion ot'tile Project, the Building or die Promises as shall, In the opinion of Landlord, substantially interfere with Landlord's
<br />operation thereof; Landlord may terminate this Loose upon thirty (30) days written notice to Tenant given at any time within sixty (60) days
<br />following the Taking Date. If a portion orthe Premises is so taken and this Lease is not terminated; (a) Landlord shall, with reasonable diligence
<br />and at Landlord's cost (to the extent of the condemnation award received by Landlord), proceed to restore (to the extent permitted by Laws and
<br />covenants, conditions and restrictions than applicable to the Project) the Premises (other than Tenant's Personal Property and Leasehold
<br />hnprovements that are not eansisam wilt then Building Standards) to a complete, functioning unit and (b) the Base Rent payable hereunder shall be
<br />reduced proportionately based on the portion of the Promises so taken. Except as expressly provided otherwise in this Section 13 2, die entire award
<br />for any Taking shall belong to Landlord (without deduction for any estate or interest of Tenant), except that Tenant shall be endued to independently
<br />pursue o separate award for the loss of, or damage to, Tenant's Personal Property and Tenant's relocation costs directly associated will) the Taking
<br />(but Terrill shall not otherwise assert any claim against Landlord or die condemning authority). No Taking or any portion of die Premises, the
<br />Building or the Project (or any portion lhereol) for a period Orions than two hundred seventy (270) days (a "Temporary Taking") shall terminate
<br />this Lease or entitle Tenant to any abatement of oho Rent payable to Landlord under this Lease; provided, however, that any award for say such
<br />Temporary Taking shall belong to Tenant, but only to the extent dint the award applies to any time period during the Term of this Lease. This
<br />Section 13.2 shall he Tenant's sole and exclusive remedy In the event of a Taking. Each party hereby waives the provisions of Sections 1265,130
<br />and 1205.150 orthe California Code of Civil Procedure and the provisions orally successor orother luwof like import,'
<br />QRTICLS 14—INDL'rY1NiFi('1T10N \ND INSLIRANCC
<br />14.1 MONTE of Liability a ad l nden n ifn ntlon, Except to the extent expressly provided to tine contrary herein, Tenant hereby waives
<br />Ill claims and cruses of act7On against Landlord and all of die other Landlord Parties for any damage to persons or property (including, without
<br />limitation, loss orprofits and intangible property) his anyway relating to Tenant's use and occupancy orthe Premises from any cause whensoever,
<br />Including, wilhour limitntlon Ore, explosion, falling plaster, steam, gas, oil' contaminants or emissions, electricity, electrical or electronic emanations
<br />ordisturbnucc, water, rain or snow or leaks from any part the Building or tram the pipes, appliances, equipment or plumbing works or from the roof,
<br />street or sub -surface or from any other place or caused by dampness, vandalism, malicious mischier. Tenant. shall indemnify, defend, protect and
<br />hold hanaless Landlord and each of the Landlord Parties from and against any and all Claims that arise out of, are occasioned by or are in any way
<br />attributable to; (a) the use m• occupancy of the Premises or any portion of the Project by Tenant, (b) the acts or omissions of Tourist or any Tenant
<br />Party, (a) any default of this Lease by Tenant, or (d) any litigation or other proceedings between Tenant and say third party; provided that. Tenant
<br />shall not be required to so indemnify, defend or hold Landlord or any of the other Landlord Parties harmless to the extent that any such Claims iu•tse
<br />out erthe gross negligence or wlllftd misconduct arLm)dlord, ha agents er employees.
<br />14.2 Insurance. At all times during the Tenn of this Lease, Tenant shall; (n) procure and maintain, at its sole expense, the insurance
<br />policies described in Exhibit "(it, attached hereto and (b) othew)se comply with each and all othhe obligations slid requirements set forth In Exhibit
<br />"C". Landlord makes no representation that the insurance coverage specified to be carried by Tenant pursuant to this Exliihit •`Q, is ndcqnteuto
<br />m
<br />protect Tenant against Tsm's undertakings under the terms ofthis Loose or otherwise, and ifTenant believes that such instance coverage required
<br />under this Loose is insuliicicnt, at its Own expense, TOnalri shell provide such additional Insurance as Tenant deenhs adequate,
<br />14.3 Waiv r ol'Suhrountinn, Notwithstanding ally provision of dins Article 14 to the contrary, Landlord slid Tenant intend dint their
<br />respective property damage loss risks shall be borne by their respective insurance carriers to the extent orthe property damage insurance that each of
<br />Landlord mid Tenant are required to cony under Exhibit" ", and except as expressly provided Otherwise In this Lease, )n the evenL art, property
<br />loss. each or Landlord call Tenma hereby agree to look solely to, mid seek recovery only Rem, Heir respective property damage Insurance carers to
<br />the extent that such property loss is 01,11 t-vpe that is covered by the property damage Insurance it is required to curry under Exlni it "0", As long as
<br />such waiver's ornahrngmiml are reasonably, ovoiiable, coal, ortho parties hereto hereby waives all OI'ils rights and claims against each of the other
<br />particit herein far such losses. and provided such waiver of subrogation shall nut affect the right ur such party as the insured under its property
<br />damage policy for policies) in recover thereunder, waives all orthe rights of subrogation orits property damage insurers. The parties hilmoo furdwr
<br />omme that, so long as no material additional preu)um is charged damolbre, their respective property insurance politics are now, or shall be, endorsed
<br />such that rile liueguing waiver nt'subrogution shall not udecL the right of the insured to recover thn•cunder.
<br />AUTICU 15—F1"FNTS OF DEFAL1174ND RI'11CDICS
<br />15.1 Patents of Daitmlt Br TonnaL Thu Occurrence or Oily Of the ,allowing shall Constitute a material dclllUIL and breach or this
<br />Leasu by Tennnl (an "Evart of 0urfulli p
<br />Atli iY'C1"!< fenraar• 151 - Cfo• uJ'Smnaaun Lease -17-
<br />80A-247
<br />
|