TENANT BY MERGER, CONSOLIDATION OR REORGANIZATION, THE CONTINUING OR SURVIVING
ENTITY SHALL OWN ALL OR SUBSTANTIALLY ALL OF THE
15
ASSETS OF TENANT; (3) WITH RESPECT TO A PERMITTED TRANSFER TO A PROPOSED
TRANSFEREE DESCRIBED IN CLAUSE (II), SUCH PROPOSED TRANSFEREE SHALL HAVE A NET
WORTH WHICH IS AT LEAST EQUAL TO TENANT'S NET WORTH AS OF THE DAY PRIOR TO THE
SERIES OF EVENTS CULMINATING IN THE PROPOSED PURCHASE, MERGER, CONSOLIDATION OR
REORGANIZATION AS COMPUTED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES CONSISTENTLY APPLIED AND AS EVIDENCED TO LANDLORD; AND (4) TENANT
SHALL GIVE LANDLORD WRITTEN NOTICE AT LEAST TEN (10) DAYS PRIOR TO THE EFFECTIVE
DATE OF THE PROPOSED PURCHASE, MERGER, CONSOLIDATION OR REORGANIZATION.
12.
MECHANIC'S LIENS.
TENANT WILL NOT PERMIT ANY MECHANIC'S LIENS OR OTHER
LIENS TO BE PLACED UPON THE PROPERTY WITH RESPECT TO ANY WORK PERFORMED BY OR AT
THE DIRECTION OF TENANT OR ANYONE CLAIMING BY, THROUGH OR UNDER TENANT.
IF A
LIEN IS ATTACHED TO THE PROPERTY AS A RESULT OF ANY ACT OR OMISSION OF TENANT OR
ANYONE CLAIMING BY, THROUGH OR UNDER TENANT, THEN, IN ADDITION TO ANY OTHER
RIGHT OR REMEDY OF LANDLORD, LANDLORD MAY, BUT SHALL NOT BE OBLIGATED TO,
DISCHARGE THE SAME.
ANY AMOUNT PAID BY LANDLORD FOR ANY OF THE AFORESAID
PURPOSES INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES, SHALL BE
PAID BY TENANT TO LANDLORD WITHIN THIRTY (30) DAYS AFTER WRITTEN DEMAND AS
ADDITIONAL RENT. TENANT SHALL WITHIN FIFTEEN (15) DAYS OF RECEIVING SUCH WRITTEN
NOTICE OF LIEN OR CLAIM BONDED OVER OR HAVE SUCH LIEN OR CLAIM RELEASED OF
RECORD.
TENANT'S FAILURE TO COMPLY WITH THE PROVISIONS OF THE FOREGOING
SENTENCE SHALL BE DEEMED AN EVENT OF DEFAULT ENTITLING LANDLORD TO EXERCISE ALL
OF ITS REMEDIES THEREFOR WITHOUT THE REQUIREMENT OF ANY ADDITIONAL NOTICE OR
CURE PERIOD.
13.
INSURANCE.
A.
LANDLORD SHALL, AT ALL TIMES DURING THE LEASE TERM, PROCURE AND
MAINTAIN: (I) POLICIES OF INSURANCE COVERING LOSS OR DAMAGE TO THE PROPERTY IN
AN AMOUNT EQUAL TO THE FULL REPLACEMENT COST OF THE BUILDING, INCLUDING
LEASEHOLD IMPROVEMENTS IN THE PREMISES, WHICH SHALL PROVIDE PROTECTION AGAINST
LOSS BY FIRE AND OTHER ALL-RISK CASUALTIES INCLUDING EARTHQUAKE AND FLOOD AND
SUCH OTHER PROPERTY INSURANCE AS MAY BE REQUIRED BY LANDLORD'S MORTGAGEE OR AS
OTHERWISE DESIRED BY LANDLORD, AND (II) COMMERCIAL GENERAL LIABILITY INSURANCE
APPLICABLE TO THE BUILDING AND THE COMMON AREAS, PROVIDING A MINIMUM LIMIT OF
$5,000,000.00 PER OCCURRENCE.
B.
TENANT SHALL PROCURE AND MAINTAIN, AT ITS EXPENSE, (I) ALL-RISK
(SPECIAL FORM) PROPERTY INSURANCE IN AN AMOUNT EQUAL TO THE FULL REPLACEMENT
COST OF TENANT'S PROPERTY LOCATED IN THE PREMISES; (II) A POLICY OR POLICIES OF
GENERAL LIABILITY AND UMBRELLA OR EXCESS LIABILITY INSURANCE APPLYING TO
TENANT'S OPERATIONS AND USE OF THE PREMISES, PROVIDING A MINIMUM LIMIT OF
$3,000,000.00 PER OCCURRENCE AND IN THE AGGREGATE, NAMING LANDLORD AND
LANDLORD'S BUILDING MANAGER AS ADDITIONAL INSUREDS, (III) AUTOMOBILE LIABILITY
INSURANCE COVERING OWNED, NON-OWNED AND HIRED VEHICLES IN AN AMOUNT NOT LESS
THAN A COMBINED SINGLE LIMIT OF