TeleNav 2011 Annual Report Download - page 137

11.1.2 If the Completion Estimate indicates that the Landlord Casualty Repairs and Tenant Casualty Repairs (together, the “
Required Casualty Repairs ”) cannot be “ substantially completed ” (i.e., completed with the exception of “Punch List Items”,
as defined in
Exhibit B ) within one (1) year after the date of Tenant’s Casualty Notice (“ Substantial Destruction ”) (
or, if the Casualty occurs during the
last 12 months of the Lease Term [“ End of Term Casualty ”],
and the Completion Estimate indicates that the Required Casualty Repairs
cannot be substantially completed within the period of time beginning on the date of the Casualty and having a duration equal to 20% of the
balance of the Term remaining on such date), then either party may terminate this Lease in its entirety or partially with respect only to any
affected Building for which such Required Casualty Repairs cannot be substantially completed within one (1) year after the date of Tenant’
s
Casualty Notice (or, in the case of an End of Term Casualty, within such shorter period described above), as the case may be; provided, however,
that if Landlord terminates this Lease pursuant to the foregoing as a result of an End of Term Casualty, Landlord may only terminate this Lease
with respect to any affected Building for which the Required Casualty Repairs cannot be substantially completed within the period of time
beginning on the date of the Casualty and having a duration equal to 20% of the balance of the Term remaining on such date. Any such
termination shall be delivered within 120 days after delivery of the Completion Estimate to Landlord and Tenant (or, in the case of an End of
Term Casualty, within twenty (20) days after delivery of the Completion Estimate to Landlord and Tenant) and shall be effective on the later of
60 days after the date of such termination notice or such longer time as is reasonably required for Tenant to vacate the terminated Building(s)
with due diligence, but subject to Force Majeure as it relates to Tenant’
s ability to surrender possession of the terminated Building(s) in
accordance with Article 15 below, not later than 90 days after the date of such termination notice.
11.1.3 If the Lease is not terminated by Landlord or Tenant pursuant to Section 11.1.2
, but (A) Landlord does not substantially
complete the Landlord Casualty Repairs on or before the Outside Landlord Restoration Date (defined below), then, provided that the Casualty
was not caused by the negligence or intentional misconduct of Tenant or any Tenant Party, Tenant may terminate this Lease by notifying
Landlord prior to the substantial completion of the Landlord Casualty Repairs. As used herein, “ Outside Landlord Restoration Date ”
means
the date occurring ninety (90) days after the later of (a) the expiration of the time set forth in the Completion Estimate for Landlord Casualty
Repairs, or (b) the date occurring one (1) year after the date of Tenant’
s Casualty Notice (less the number of days set forth in the Completion
Estimate as the Estimated Tenant’
s Restoration Period); provided, however, that the Outside Landlord Restoration Date shall be extended to the
extent any delay in the substantial completion of the Landlord Casualty Repairs is caused by (x) Tenant’
s breach of its obligations under this
Lease, which is not corrected within one (1) business day following delivery of email notice of such breach to Tenant, (y) Tenant’
s request for a
change in any of the Landlord Casualty Repairs (any such change being subject to Landlord’
s approval in its reasonable discretion and, if
approved, Tenant’
s payment of any net increase in the cost of the Landlord Casualty Repairs as a consequence of such change), and
(z) interference by Tenant or any Tenant Party with the performance of such Landlord Casualty Repairs which continues for one (1) business day
after delivery of email notice to Tenant. Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance and other
proceeds payable to Tenant under Tenant’s Property Insurance pursuant to Section 10.3 above and, if applicable, any Builder’
s All Risk
insurance required under Section 8.4 above or the Tenant Work Letter, with respect to Landlord Casualty Repairs.
Notwithstanding the foregoing, if Landlord determines in good faith that it will be unable to substantially complete the Landlord
Casualty Repairs with respect to any Building on or before the Outside Landlord Restoration Date, Landlord may cease its performance of the
Landlord Casualty Repairs and notify Tenant (the “ Restoration Date Extension Notice ”)
of such fact, which Restoration Date Extension
Notice shall set forth the date on which Landlord reasonably believes such substantial completion of the Landlord Casualty Repairs will occur.
Upon receiving the Restoration Date Extension Notice, Tenant may terminate this Lease in its entirety or partially as provided in
Section 11.1.3
above with respect to the Building(s) for which Landlord has determined that it will be unable to substantially complete the Landlord Casualty
Repairs on or before the Outside Landlord Restoration Date, by notifying Landlord within ten (10) business days after receiving the Restoration
Date Extension Notice. If Tenant does not terminate this Lease within such ten (10) business day period, the Outside Landlord Restoration Date
automatically shall be amended to be the date set forth in the Restoration Date Extension Notice.
11.1.4 In addition to the foregoing, Landlord may terminate this Lease in its entirety, if the reasonably expected cost of the Landlord
Casualty Repairs (the “ Landlord’s Expected Repair Cost ”) exceeds the Available Casualty Proceeds, as defined below (herein a “
Shortfall
”). As used herein “ Available Casualty Proceeds ” means the net amount of the following: (a) the proceeds of Landlord’
s Casualty Policy and
the proceeds of any Builder’s All Risk insurance required under Section 8.4 above or the Tenant Work Letter, plus
(b) if Landlord fails to carry a
Landlord’
s Casualty Policy in accordance with this Lease, the proceeds that would have been received by Landlord had Landlord properly
carried such policy or policies, plus (c) if Tenant fails to carry Builder’s All Risk insurance required under Section 8.4
above or the Tenant Work
Letter, such amounts as would be covered by such policy and as are received by Landlord from Tenant, plus
(d) any damages received by
Landlord from any third party on account of damage to the Premises or the Tenant Improvements (herein with the amounts specified in
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