(a) In the event said entire demised premises shall be taken under any
condemnation proceedings or by exercise of any right of eminent domain or for
public or quasi-public use (hereinafter referred to as "Condemnation
Proceedings"), during the term hereof or said term as extended pursuant hereto,
or in the event any portion of said demised premises shall be taken in any
Condemnation Proceedings. The portion of said demised premises remaining
untaken or uncondemned shall not, in Lessee's discretion, be suitable or
adequate for the uses and purposes for which said entire demised premises are
then being utilized by Lessee, then and in any such event, this lease and the
terms hereof shall terminate on the date upon which Lessee shall be required to
surrender possession of the demised premises or portion thereof pursuant to the
judgment or decree in such condemnation proceedings and Lessee shall be liable
for the payment of rent only to the date upon which it is required to surrender
possession as aforesaid.
(b) In the event a portion of said demised premises or the parking area
shall be taken under any Condemnation Proceedings during the term hereof or
said term as extended pursuant hereto and the remaining portion of said demised
premises and the parking area not taken or condemned shall be, in Lessee's
discretion suitable and adequate for the uses and purposes for which said
entire demised premises are then being used by Lessee, then and in any such
event, this lease shall, upon the vesting of title in such Condemnation
Proceedings, terminate as to the part so taken, but shall continue in full
force and effect as to the part of the demised premises and the parking area
not taken. In the event of such a partial taking and the continuance of this
lease for the part not taken, then Lessor shall, at its own cost and expense,
forthwith repair and restore the demised premises and improvements to as nearly
as possible their condition immediately prior to such taking. From the date of
the vesting of title in such Condemnation Proceedings to the date of the
completion of the repairs and restoration of the demised premises, there shall
be an abatement of the rent, except for the portion of the demised premises, if
any, that Lessee in its discretion shall determine to be usable for its
business. The repairs and restoration shall be deemed completed when in the
Lessee's discretion the premises are again ready for Lessee's occupation.
(c) After the repairs and restoration have been completed following the
partial taking, the monthly rental for the unexpired term hereof, or said term
as extended, shall be reduced by that proportion which the area so taken shall
bear to the entire area of the demised premises immediately prior to such
(d) The award for such taking shall belong to Lessor except that Lessee
shall be entitled to such portion of the award as is equal to the value of any
real property improvements installed on the demised premises by Lessee and
taken in the condemnation. The value of such improvements shall be deemed to
be the greater of the following:
1. The depreciated value of such improvements on the books of Lessee
as of the date of taking. Or
2. The original cost of such improvements to Lessee multiplied by a
fraction, the numerator of which is the balance of the term of this lease
remaining as of the date of taking and the denominator of which is the
balance of the term remaining as of date such improvements were made.
Upon the written demand of Lessor, Lessee shall notify Lessor in writing
of the original cost of any such improvements installed by Lessee.
A conveyance by Lessor or Lessee of their respective interests under
threat of condemnation shall be treated as a taking under Condemnation
Proceedings as above described.
Condemnation: In the event of any taking of or damage to all or any
material part of the Leased Premises or any interest therein by reason of any
exercise of the power of eminent domain, whether by condemnation proceeding or
otherwise, or any transfer of all or any part of the Leased Premises or any
interest therein made in avoidance of an exercise of the power of eminent
domain (all of the foregoing being hereafter referred to as appropriation)
prior to or during the term hereof, or any extension or renewal thereof, this
Lease Agreement shall terminate as of the date of such appropriation and the
Lessee shall only be entitled to that portion of the award representing any
improvements to the Leased Premises made by the Lessee after the date hereof.
If this Lease Agreement is terminated pursuant to this Section, the rental
and all other obligations of the Lessee shall be prorated to the date of
Condemnation: If all or any part of the Premises shall be taken or
appropriated by any public or quasi-public authority under the power of eminent
domain, either party hereto shall have the right at its option, to terminate
this lease as of the day of the taking. If a part of the Premises shall be so
taken or appropriated and neither party hereto shall elect to terminate this
lease, the rental thereafter to be paid shall be equitably reduced.
If the leased premises or any part thereof shall be taken or conveyed
pursuant to or in lieu of a right of condemnation or eminent domain, either
party may terminate this Lease by giving written notice of termination to the
other party. If this Lease is not terminated, the monthly rent payable
hereunder shall be equitably abated. In any such case, whether this Lease is
terminated or not, each party shall be entitled to claim and receive an award
of damages suffered by it by reason of such taking or conveyance.
Condemnation: In the event any part of the Building is taken by
condemnation or by right of eminent domain or for any public or quasi-public
use or purpose, or in the event of a taking of any appurtenance to the building
which will interfere with the normal use of the Premises, this lease shall
terminate and expire on the date that possession is taken, by the condemnor and
any prepaid rent shall forthwith be repaid by the Lessor to the Lessee.
Condemnation: If during the term of this Lease or any renewal thereof,
the whole of the leased premises, or such portion thereof as will make the
leased premises unusable for the purpose leased, be condemned by public
authority for public use, then, in either event, the term hereby granted shall
cease and come to an end as of the date of the vesting of title in such public
authority, whichever event least occurs. Upon such occurrence the rent shall
be proportioned as of such date and any prepaid rent shall be returned to
Lessee. The Lessor shall be entitled to the entire award for such taking
except for any statutory claim of the Lessee for injury, damage or destruction
of Lessee's business accomplished by such taking. If a portion of the leased
premises is taken or condemned by public authority for public use so as not to
make the remaining portion of the leased premises unusable for the purposes
leased, this Lease will not be terminated but shall continue. In such case,
the rent shall be equitably and fairly reduced or abated for the remainder of
the term in proportion to the amount of the leased premises taken. In no event
shall the Lessor be liable to the Lessee for any business interruption,
diminution in use or for the value of any unexpired term of this Lease.
a. "Condemnation" means (i) the exercise of any governmental power,
whether by legal proceedings or otherwise, by a condemnor and (ii) a voluntary
sale or transfer by Lessor to any condemnor, either under threat of
condemnation or while legal proceedings for condemnation are pending.
b. "Date of taking" means the date the condemnor has the right to
possession of the property being condemned.
c. "Award" means all compensation, sums, or anything of value awarded,
paid, or received on a total or partial condemnation.
d. "Condemnor" means any public or quasi-public authority, or private
corporation or individual, having the power of condemnation.
Total Taking: If the premises are totally taken by condemnation, this
Lease shall terminate on the date of taking.
Partial Taking: If any portion of the premises is taken by condemnation
this Lease shall remain in effect, except that Lessee can elect to terminate
this Lease if the remaining portion of the building or other improvements or
the parking area that are a part of the premises is rendered unsuitable for
Lessee's continued use of the premises.
If Lessee elects to terminate this Lease, Lessee must exercise its right
to terminate pursuant to this paragrph by giving notice to Lessor within thirty
(30) days after the nature and the extent of the taking have been finally
determined. If Lessee elects to terminate this Lease as provided in this
paragraph, Lessee also shall notify Lessor of the date of termination, which
date shall not be earlier than thirty (30) days nor later than ninety (90) days
after Lessee has notified Lessor of its election to terminate; except that this
Lease shall terminate on the date of taking if the date of taking falls on a
date before the date of termination as designated by Lessee. If Lessee does
not terminate this Lease within the thirty (30) day period, this Lease shall
continue in full force and effect, except that monthly rent shall be reduced
pursuant to paragraph ( ).
If there is a partial taking of the premises and this Lease remains in
full force and effect, Lessor at its cost shall accomplish all necessary
Effect on Rent: If any portion of the premises is taken by condemnation
and this Lease remains in full force and effect, on the date of taking the
monthly rent shall be reduced by an amount that is in the same ratio to the
monthly rent as the value of the area of the portion of the premises taken
bears to the total value of the premises immediately before the date of taking.
Rent Abatement: Rent shall be abated or reduced during the period from
the date of taking until the completion of restoration, but all other
obligations of Lessee under this Lease shall remain in full force and effect.
The abatement or reduction of rent shall be based on the extent to which the
restoration interferes with Lessee's use of the premises.
Temporary Taking: The taking of the premises or any part of the premises
by military or other public authority shall constitute a taking of the premises
by condemnation only when the use and occupancy by the taking authority has
continued for longer than one hundred eighty (180) consecutive days. During
the one hundred eighty (180) day period all the provisions of this Lease shall
remain in full force and effect, except that rent shall be abated or reduced
during such period of taking based on the extent to which the taking interferes
with Lessee's use of the premises, and Lessor shall be entitled to whatever
award may be paid for the use and occupation of the premises for the period
Award--Distribution: The award shall belong to and be paid to Lessor,
except that Lessee shall receive from the award the following:
(a) A sum attributable to Lessee's improvements or alterations made to
the premises by Lessee in accordance with this Lease, which Lessee's
improvements or alterations Lessee has the right to remove from the premises
pursuant to the provisions of this Lease but elects not to remove.
(b) A sum attributable to any excess of the market value of the premises,
exclusive of Lessee's improvements or alterations for which Lessee is
compensated under this section, for the remainder of the Term, over the present
value at the date of taking of the monthly rent payable for the remainder of
(c) A sum attributable to that portion of the award constituting
severance damages for the restoration of the premises.
(d) A sum attributable to the portion of the award that exceeds the
purchase price of the premises as provided in paragraph ( ) if the premises
are condemned during the option period.
Nothing herein contained shall be deemed to impose upon Lessee any
obligation to pay the excess, if any, of rentals for the remaining Term hereof
over the market rental value of the premises.
Notice and Execution: Lessor agrees immediately upon service of process
in connection with any appropration or taking to give to Lessee notice in
writing thereof. Each party agrees to execute and deliver to the other all
instruments that may be required to effectuate the provisions of paragraph
In the event of termination of this lease hereunder, Lessee shall not be
entitled to any award or settlement relating to the condemnation of the
building; except nothing contained herein shall prevent Lessee from claiming
any damages for taking any leasehold improvements paid for by Lessee.
Taking by condemnation or eminent domain shall include the exercise of any
similar government power and any sale and purchase or other disposition of the
Building or Premises in lieu of or under threat of condemnation.
Condemnation: In the event the whole of the Premises is taken by
condemnation or by any right of eminent domain or for any public or quasi-
public use or purpose, this lease shall terminate and expire on the date that
possession is taken by the condemnor and any prepaid rent shall forthwith be
repaid by the Lessor to the Lessee. If a part of the Premises shall be so
taken or condemned and if the remaining portion of the Premises shall be
inadequate or unsuitable for use by Lessee, then the tenant shall have the
option to terminate the lease as of a date not later than thirty (30) days
after possession of such part is taken by the condemnor by written notice to
the Lessor and the rent shall be apportioned and paid in full to such date and
all prepaid rent shall forthwith be repaid by the Lessor to the Lessee.
If the interest of the Lessor and Lessee shall not be determined by the
taking authority and if the parties hereto fail to agree, then the same shall
be settled by arbitration in accordance with the rules then obtaining of the
American Arbitration Association or its successor and judgment upon the award
rendered may be entered in any court having jurisdiction thereof.
Condemnation: If the Premises or any portion thereof are taken under the
power of eminent domain, or sold by Lessor under the threat of the exercise of
said power (all of which is herein referred to as "condemnation"), this Lease
shall terminate as to the part so taken as of the date the condemning authority
take title or possession, whichever occurs first. If more than twenty-five
(25%) percent of the floor area of any buildings on the Premises, or more than
twenty-five (25%) percent of the land area of the Premises not covered with
buildings, is taken by condemnation, either Lessor or Lessee may terminate this
Lease as of the date the condemning authority takes possession by notice in
writing of such election within twenty (20) days after Lessor shall have
notified Lessee of the taking or, in the absence of such notice, then within
twenty (20) days after the condemning authority shall have taken possession.
If this Lease is not terminated by either Lessor or Lessee then it shall
remain in full force and effect as to the portion of the Premises remaining,
provided the rental shall be reduced in proportion to the floor area of the
buildings taken within the Premises as bears to the total floor area of all
buildings located on the Premises. In the event this Lease is not so
terminated then Lessor agrees, at Lessor's sole cost, to as soon as reasonably
possible restore the Premises to a complete unit of like quality and character
as existed prior to the condemnation. All awards for the taking of any part of
the Premises or any payment made under the threat of the exercise of power of
eminent domain shall be the property of Lessor, whether made as compensation
for diminution of value of the leasehold or for the taking of the fee or as
severance damages; provided, however, that Lessee shall be entitled to any
award for loss of or damage to Lessee's trade fixtures and removable personal
Eminent Domain: In the event the entire premises shall be appropriated or
taken under the power of eminent domain by any public or quasi-public
authority, this lease shall terminate and expire as of the date of such taking
and Lessee shall thereupon be released from any further liability hereunder.
In the event that either a portion of the premises or the building of
which the premises are a part is condemned or taken by eminent domain
proceedings so as to render the premises substantially unusable, then in such
event Lessee shall have the right to cancel and terminate this lease as of the
date of such taking upon giving to Lessor notice in writing of such election
within thirty (30) days after the receipt by Lessee from Lessor of written
notice of such appropriation or taking. Lessor agrees that it will give
written notice to Lessee immediately upon appropriation or taking hereunder.
Any taking or appropriation by eminent domain proceedings shall be deemed to
render the premises substantially unusable hereunder if such appropriation or
taking results in Lessee's inability to use the premises in the manner in which
and for the purposes for which it has been used or can be used under this
agreement. In the event of such cancellation, Lessee shall thereupon be
released from any further liability under this lease.
If this lease is terminated in either manner hereinabove provided, the
fixed monthly advance rental for the last month of Lessee's occupancy shall be
prorated and Lessor agrees to refund to Lessee any such fixed rental paid in
advance. Unless local law shall permit the payment of a damage award to be
made directly to Lessee for loss of its interest, then the entire damage award
of the condemnation proceedings shall be paid to Lessor but Lessor shall, and
hereby does, assign to Lessee out of any award paid to Lessor the greater of
the following two amounts.
(1) Such portion thereof, if any, as shall be determined in such
condemnation proceedings to be the value of the Lessee's interest and
(2) If Lessee shall have made improvements or alterations in the
premises after the date hereof and shall have not yet fully amortized its
expenditures for such improvements or alterations, a sum equal to the
unamortized portion of any such expenditures.
Emiment Domain: If, during the lease period, all or a portion of the
leased premises are taken by eminent domain, or as the result of any law,
order, regulation or ordinance of any government or governmental agency, and if
the taking results in such a material adverse effect upon Lessee's business
that it cannot continue to operate in approximately the same manner as it was
operating prior to the taking, Lessee may terminate the lease.
EMINENT DOMAIN: If the whole or any part of the premises or the building
in which the premises are located shall be taken by any public authority under
the power of eminent domain, then this Lease automatically shall terminate with
respect to the part to be taken on the date possession thereof is surrendered,
and any unearned rent paid or credited in advance shall be refunded to Lessee;
in addition, either Lessor or Lessee may terminate this Lease at any time
thereafter upon written notice to the other if delivered within 30 days
following the date of such taking. All damages awarded for such taking shall
accrue to the account of Lessor, except any award provided to or on behalf of
Lessee in connection with the loss of its leasehold interest or for removal and
reinstallation of fixture, loss of business or moving expenses.
EMINENT DOMAIN: In the event the Lease Premises or any part thereof shall
be taken by any exercise of the right of eminent domain or by action of any
public or other authority during the term of this Lease, then this Lease shall
terminate at the election of Lessor, and if the Lessor shall not so elect to
terminate this Lease, then the rental shall be proportionately adjusted.
Lessor reserves all rights to damages to said Lease Premises and the leasehold
hereby created hereafter accruing by reason of any exercise of the right of
eminent domain, and Lessee grants to Lessor all of Lessee's rights to such
damages and covenants to execute and deliver such further instruments of
assignment thereof as the Lessor may from time to time request.
ACTION OF PUBLIC AUTHORITIES:
In the event that any exercise of the power of eminent domain by any
governmental authority, Federal, State, County, or Municipal, or by any other
party vested by law with such power shall at any time prevent the full use and
enjoyment of the leased premises by Lessee for the purposes set forth in
Section ( ) Lessee shall have the right thereupon to terminate this lease.
In the event of any such action both Lessor and Lessee shall have the right to
claim, recover, and retain from the governmental authority or other party
taking such action the damages suffered by them respectively as a result of
CONDEMNATION. If any entity having the right of eminent domain shall
condemn or shall have voluntarily transferred to it in lieu thereof, the whole
of Leased Premises or a material or a substantial portion thereof for a
temporary or public or quasi-public use, thereby rendered the whole or a
material or substantial part thereof untenantable for the purposes of Lessee,
Lessee shall have the right either to cancel this Lease and declare the same
null and void, in which event any rent paid in advance and unearned shall be
returned to Lessee, or to continue in possession of the remainder of Leased
Premises under the said terms herein provided, except that the rent shall be
reduced in proportion to the portion of Leased Premises taken. If and as often
as any portion of Leased Premises shall be taken by an exercise of the right of
eminent domain, and if this Lease shall not be terminated as hereinbefore
provided, Lessor covenants, at Lessor's expense, promptly to restore the
remaining portion of the building so that it will constitute a complete
architectural unit. If any part of Leased Premises shall be taken and Lessee
shall not exercise its right to terminate as hereinabove provided, Lessor shall
promptly restore the remaining area in condition to be used by Lessee. In such
case, Lessee shall be required to pay a rental only in proportion to the
portion of the premises remaining, in Lessee's judgment, in tenantable
condition. Should Lessor fail to complete such restoration within ninety (90)
days after the part so taken shall be required by the authority condemning the
same, Lessee shall have the option to terminate this Lease after the expiration
of said ninety (90) day period. Lessee shall not be entitled to receive any
part of any award or awards that may be made to or received by Lessor unless
Lessee has made any permament improvements to Leased Premises in which event
Lessee shall be entitled to receive from Lessor the value of such improvements
surrendered. Lessee may, at its own expense, take independent proceedings
against the public authority exercising the power of eminent domain to prove
and establish any damages that it may have sustained.
CONDEMNATION: Taking of Whole. In the event the Leased Premises, or the
whole of the Common Area, shall be taken or condemned for a public or quasi-
public use or purpose by any competent authority, or such a portion of the
Leased Premises, or Common Area, shall be so taken that as a result thereof the
balance cannot, in the reasonable opinion of Lessee, be used for Lessee's then
current use thereof, then in either of such events, the term of this Lease
shall terminate, either in the sole discretion of Lessee.
(a) upon the delivery of possession to the condemning authority; or
(b) within sixty (60) days of receipt by Lessor of notice of the
condemnation or taking, a copy of such notice shall be promptly supplied to
Lessee by Lessor. Lessor agrees that Lessee will be permitted representation at
any proceeding resulting in a determination of an award. Any award,
compensation, or damages (hereinafter sometimes called the "award") received
by the Lessor pursuant to ________________________ shall be split pro-rata
between Lessor and Lessee, based on each of their respective interests which
determines the award.
Partial Taking. If only a part of the Leased Premises, or Common Area,
shall be so taken or condemned, and as a result thereof the balance of the
Leased Premises can, in the reasonable opinion of the Lessee, be used for
Lessee's then current use thereof, this Lease shall not terminate and Lessor
shall utilize the award to repair and restore the Leased Premises and all
improvements thereon, making a complete architectural unit of the remainder of
the improvements. Any portion of such award as may not have to be expenses for
such repairing and restoration shall be shared by Lessor and Lessee on the same
pro rata basis as specified in Section _____. The rental specified in Section
_____, together with any Impositions required to be paid by Lessor, shall be
reduced in direct proportion to the Leased Premises, or Common Area, taken.
Condemnation: In the event the whole of the demised premises, or so much
thereof, including however a portion of the building or buildings, shall be
taken or condemned for a public or quasi-public use or purpose by any competent
authority and as a result thereof the balance of said premises cannot be used
for the same purpose as before such taking or condemnation, then and in either
of such events, the term of this Lease shall terminate when possession of the
demised premises shall be required for such use or purpose, and any award,
compensation or damages (hereinafter sometimes called the "award"), shall be
paid to and be the property of Lessor.
In the event only a part of the demised premises shall be taken or
condemned for a public or quasi-public use or purpose by any competent
authority, and as a result thereof the balance of said premises can be used for
the same purpose as before such taking or condemnation, this Lease shall not
terminate and Lessee, at its sole costs and expense, shall repair and restore
the premises and all improvements thereon. Any award paid as a consequence of
such taking or condemnation, shall be paid to Lessee and be applied to the cost
of said repairing and restoration. Any sums remaining after such application
shall be paid to Lessor. There shall be no abatement or reduction in the fixed
rental because of such taking.
ARTICLE --EMINENT DOMAIN. If all or substantially all of the
Property shall be taken in condemnation or eminent domain proceedings prior to
or during the term hereof, or in the event any portion of the property shall be
taken in any such proceedings and the remaining portion shall not be suitable
or adequate, in the reasonable judgment of Lessee for the uses and purposes for
which the property is then being utilized by Lessee, then, and in any such
event, the obligation to pay rent and Lessee's right of possession hereunder
shall terminate on the day of such taking, and Lessor shall be obligated to
refund Lessee any rent paid by Lessee in respect of any period subsequent to
the date of such taking.
If less than the whole of the Property shall be taken in any such
proceedings and if Lessee shall nevertheless elect to remain in possession of
the portion not so taken, Lessee's right of possession hereunder as to the
portion so taken shall terminate on the date of such taking with no refund of
rent to Lessee as provided above in the event of a total taking, and otherwise,
with no reduction, abatement or suspension of rentals. All awards rendered
with respect to any such condemnation or eminent domain proceeds shall belong
to Lessor, and Lessee hereby waives any and all rights therein. Lessor shall
have no obligation to rebuild, restore or repair any remaining portion of the
Property in any such partial taking as described in this Article _____.
If all or substantially all of the Premises and Property shall be taken on
condemnation or eminent domain proceedings prior to or during the term hereof,
or in the event any portion of the Premises and Property shall be taken in any
such proceedings and the remaining portion shall not be suitable or adequate,
in the reasonable judgment of the Lessee, for the uses and purposes for which
the Premises and Property are then being utilized by Lessee, then, in any such
event, the obligation to pay rent and the Lessee's right of possession
hereunder shall terminate on the date of such taking, and the Lessor shall be
obligated to refund the Lessee any rent paid by the Lessee in respect of any
period subsequent to the date of the actual taking. Lessee shall not share in
the condemnation or eminent domain award or settlement, except to the extent of
sums spent for repairs and improvements by Lessee.
If less than the whole of the Premises and Property shall be taken in any
such proceedings and if the Lessee shall nevertheless elect to remain in
possession of the portion not so taken, the rental for the remainder of the
Lease term shall be reduced in an amount proportionate to the portion of the
Premises and Property so taken shall terminate on the date of such taking.
Provided, however, that Lessee shall not share in the partial award or
settlement, except to the extent of sums spent for repairs and maintaining the
portion so taken.
In the event the demised premises are taken in condemnation proceedings,
Lessee may cancel the Agreement and Lease. In the event any part thereof,
including all or part of rights-of-way adjoining said premises, or approaches
thereto are taken in condemnation proceedings to that in the judgment of Lessee
the premises remaining would be unsatisfactory for Lessee's business operation,
Lessee may cancel this Agreement and Lease or, at its option, retain the
premises, in which event Lessor will restore the remaining premises to proper
tenantable condition forthwith. Until the premises are restored to proper
tenantable condition, rental shall abate. Thereafter rental shall be reduced
in proportion to the amount of land and building area lost, or if Lessee shall
elect, in proportion to the effect of the loss of such area on Lessee's
business. For the purpose of this paragraph, the term "condemnation
proceedings" shall include conveyances and grants made in anticipation of or in
lieu of condemnation proceedings.
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