VRSN » Topics » 14. CONDEMNATION

This excerpt taken from the VRSN 10-Q filed Aug 8, 2008.

14. CONDEMNATION

14.1 If all of the Premises is condemned by eminent domain, inversely condemned or sold in lieu of condemnation for any public or quasi-public use or purpose (a “Condemnation”), this Lease shall terminate as of the earlier of the date of title vesting in such proceeding or the date Tenant vacates the Premises, and Base Rent and Additional Rent hereunder shall be adjusted to the date the Lease is terminated.

14.2 If a Condemnation affects a portion of the Premises as would render the continuance of Tenant’s business from the Premises impracticable (as reasonably determined by Tenant), then Tenant shall have the option of terminating this Lease upon the giving of notice to Landlord within thirty (30) days from the date of such condemnation or taking and this Lease shall terminate as of the earlier of the date of title vesting in such proceeding or the date Tenant vacates the Premises, and Base Rent and Additional Rent hereunder shall be adjusted to the date the Lease is terminated.

14.3 If any such Condemnation of a portion of the Premises occurs and this Lease is not terminated under Section 14.1 or Section 14.2, then within thirty (30) days following any Condemnation, Landlord shall cause to be prepared and delivered to Tenant a written estimate of the date by which restoration work to the remaining portions Premises (including the Buildings and the parking and other common areas and structures, but not including, in any event, any Tenant Property) can be completed so that such remaining portion of the Premises and the Buildings thereon each shall constitute a complete architectural unit, reasonably fit for Tenant’s occupancy and business as reasonably determined by Tenant (which estimate shall be prepared by an independent reputable contractor, registered architect or licensed professional engineer designated by Landlord, and reasonably approved by Tenant) (such estimate being herein called the “Condemnation Restoration Completion Estimate”). If the Condemnation Restoration Completion Estimate is a date later than the date that is one hundred twenty (120) days after the date of the Condemnation, or the Condemnation occurs during the last one hundred twenty (120) days of the Term (as may be extended by the Extension Option), then, Landlord or Tenant each may elect to terminate this Lease by providing written notice to the other no later than thirty (30) days following the delivery of the Condemnation Restoration Completion Estimate to Tenant or, in the case of a Condemnation occurring in the last one hundred twenty (120) days of the Term (as may be extended by the Extension Option), within thirty (30) days after the occurrence of such Condemnation. If this Lease is not terminated under this Section 14.3, Landlord shall, within sixty (60) days after the date of such condemnation or

 

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taking, commence such restoration work to the remaining portions of the Premises (including the Buildings and the parking and other common areas and structures, but not including, in any event, any Tenant Property) as shall be needed so that such remaining portion of the Premises and the Buildings thereon each shall constitute a complete architectural unit, reasonably fit for Tenant’s occupancy and business as reasonably determined by Tenant. If Landlord fails to cause such restoration work to be substantially completed within the later of (x) 180 days after the Condemnation and (y) the Condemnation Restoration Completion Estimate, for any reason other than a delay caused by an act or omission of Tenant, and such failure materially interferes with Tenant’s use and occupancy of the Premises (as reasonably determined by Tenant), then Tenant shall have the right to terminate this Lease by notifying Landlord in writing of such termination within thirty (30) days after such outside date for completion of such restoration.

14.4 If this Lease is terminated as provided in Section 14.1, Section 14.2 or Section 14.3, then this Lease shall cease and expire as to such Premises as of the date of transfer of possession of the Premises, the Property, or the applicable portion thereof, as if such date was the expiration date of this Lease.

14.5 If, upon any Condemnation of a portion of the Premises, this Lease is not terminated by either Landlord or Tenant, then Tenant shall pay all Basic Rent up to the date of transfer of possession of such portion of the Premises so taken or condemned and this Lease shall thereupon cease and terminate with respect to such portion of the Premises so taken or condemned as if the date of transfer of possession of the Premises was the expiration date of the Term relating to such portion of the Premises. Thereafter, the Basic Rent and Additional Rent shall be calculated based on the net rentable area of the Premises not so taken or condemned and Tenant shall remain responsible only for Basic Rent and Additional Rent applicable to the remaining portion of the Premises.

14.6 All compensation awarded for any taking (or the proceeds of private sale in lieu thereof) of the Property shall be the property of Landlord, and Tenant hereby assigns its interest in any such award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for the taking of any Tenant Property or moving expenses if a separate award for such items is made to Tenant. If this Lease is terminated as a result of any such exercise of the power of eminent domain, Rent shall be payable up to the date that possession is taken by the condemning authority; Landlord shall refund to Tenant any prepaid unaccrued Rent, less any sum then owing by Tenant to Landlord; and Tenant shall have no claim against Landlord for the value of any unexpired portion of the Term.

14.7 If (i) any taking or condemnation for any public purpose is of a portion (but less than all) of the Premises or any portion thereof, and (ii) the same occurs for only a period of ninety (90) days or less, then such taking or condemnation shall be deemed a temporary taking and this Lease shall continue in full force and effect, except that, throughout the period of such temporary taking, Basic Rent, shall be calculated based on the net rentable area of the Premises not so taken.

14.8 Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of the California Code of Civil Procedure.

 

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