Nautilus 2009 Annual Report Download - page 248

14.5 [ INTENTIONALLY DELETED ]
14.6 [ INTENTIONALLY DELETED ]
14.7 Effect of Transfer . If Landlord consents to a Transfer, a) no terms or conditions of this Lease shall be deemed to have been
waived or modified; b) such consent shall not be deemed consent to any further Transfer; c) no Transfer shall be valid, and no Transferee shall
take possession of the Premises, until an executed counterpart of all documentation pertaining to the Transfer has been delivered to Landlord;
and d) no Transfer shall relieve Tenant from primary liability under this Lease. The acceptance of Rent by Landlord from any party shall not be
deemed to be a waiver of Landlord of any provision hereof. In the event of Default by a Transferee in the performance of any of the terms
hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee. Landlord may
consent to subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease by Transferees without notifying
Tenant, and without obtaining its consent thereto, and any such actions shall not relieve Tenant of liability under this Lease. Any Transfer for
which Landlord’s consent is required but not obtained pursuant hereto shall constitute a Default under this Lease and shall be void.
14.8 Tenant Remedy for Landlord Refusal to Consent . Notwithstanding any provision of this Lease or any applicable Laws to the
contrary, Landlord and Tenant hereby expressly agree that if a court of competent jurisdiction determines that Landlord unreasonably withheld
consent to a proposed Transfer, then Tenant’s sole and exclusive remedy for such breach by Landlord shall be limited to termination of this
Lease as of the date of such court determination. Tenant hereby expressly waives the right to recover monetary damages of any kind whatsoever
and attorney’s fees incurred on account of any such breach.
ARTICLE 15
DESTRUCTION OR DAMAGE
15.1 Landlord Termination Rights . If the Premises are damaged by fire, earthquake, terrorism, act of war, act of God, the elements
or other casualty, then Landlord may terminate this Lease upon notice given to Tenant within thirty (30) days after the date of such casualty,
effective as of the date of the casualty if a) in Landlord’s opinion, repairs necessary for Tenant’s occupancy cannot be completed within one
hundred twenty (120) days after the date of the casualty; b) the Premises are damaged during the final twelve (12) months of the Term, unless
both parties agree on an extension of this Lease within ten (10) days following Tenant’s receipt of Landlord’s termination notice; c) the
insurance proceeds available to Landlord are not sufficient to complete repair or restoration; d) Landlord’s lender does not elect to make
insurance proceeds available to Landlord for repair and restoration; or e) Tenant has vacated the Premises or is in Default under this Lease.
15.2 Repairs . If this Lease is not terminated as provided above, it shall continue in full force and effect, and Landlord shall promptly
and diligently, subject to reasonable delays for insurance adjustment, and subject to all other terms of this Article, restore the base, shell, and
core of the Buildings and the other portions of the Premises serving the Buildings. Such restoration shall be to substantially the same condition
of such items as prior to the casualty, except for modifications a) required by Law; b) required by the holder of a mortgage on the Buildings, or
the lessor of a ground or underlying lease with respect to the Property. No such modifications shall materially impair access to the Premises.
Tenant shall be responsible, at its sole cost and expense, for the repair, restoration, and replacement of any leasehold improvements installed by
Tenant (unless Landlord has elected to insure the same, in which case such repair shall be Landlord’s responsibility to the extent Landlord
receives proceeds from such insurance for such repair) and Tenant’s Property. Landlord shall not be liable for any loss of business,
inconvenience, or annoyance arising from any casualty or any repair or restoration of any portion of the Premises as a result of any damage from
any casualty. Following Landlord’s repair of the Premises, Tenant shall repair and restore any improvements installed by Tenant to substantially
the same condition as prior to the casualty, except for modifications required by Law. All work by Tenant shall be subject to the conditions set
forth in this Lease governing alterations and additions.
15.3 Tenant’s Termination Rights . If Landlord does not elect to terminate this Lease pursuant to Landlord’s termination right as
provided above, and the repairs cannot be completed within one hundred twenty (120) days after the date of the casualty (the “Repair Period”)
as
determined by an architect or contractor designated by Landlord, Tenant may elect, no earlier than sixty (60) days after the date of the casualty
and not later than ninety (90) days after the date of such casualty, to terminate this Lease by notice to Landlord, effective as of the date specified
in the notice, which date
-
14
-