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SEC Filings

10-K
CINEMARK HOLDINGS, INC. filed this Form 10-K on 02/23/2018
Entire Document
 

 

Landlord’s Restoration Work (if any is required) is substantially complete and Landlord shall not be obligated to commence or proceed with Landlord’s Restoration Work to the extent pertaining to any improvements insured or required to be insured by Tenant under Section 7.1(a)(ii), until insurance proceeds therefore are made available to Landlord. No delay or deficiency in settlement of any insurance claim shall excuse either Party from its obligation to restore the affected improvements. Each Party shall be completely liable for the proper disposition of the insurance proceeds paid to it or for its benefit in the event of a fire or casualty. Notwithstanding the foregoing, if a Major Uninsured Casualty, as defined below, occurs, the parties agree that Landlord’s Restoration Obligations for the damaged portions of the Center as well as the location of Tenant’s Building may be reasonably modified by Landlord to reflect the then highest, best and feasible use for Landlord’s Property, but in any event, the use shall be a use that will have one or more substantial First Class retail/entertainment components [enclosed mall, life style center, mixed use development, etc.] with a design which takes into account the then relative competition and shopping habits in the trade area, and all other then existing attendant circumstances. For example, in such an event, the restored location of Tenant’s Building may be on the ground level; may be part of other development or may be free-standing, but in any event, the new proposed location and any change in design for Tenant’s Building shall be subject to Tenant’s commercially reasonable prior approval (provided that in all events, any relocation and/or change in design shall provide for prominence and visibility of the Premises from areas outside the Center comparable to the prominence and visibility existing prior to the casualty, the design shall accommodate at least fourteen (14) screens (unless Tenant otherwise agrees), the design shall be consistent with Tenant’s then applicable theater specifications and access to the Premises and parking (including spaces available for the Premises) shall not be materially diminished). As used herein, a “Major Uninsured Casualty” shall mean a casualty which (i) is not covered by Landlord’s insurance and is not required to be covered by the insurance Landlord is obligated to maintain pursuant to the terms of Article 7 of this Lease, and will cost in excess of twenty-five percent (25%) of the replacement cost of the Center to repair and restore.

Section 16.2. Procedure.  Landlord (or Landlord’s mortgagee, if required by the terms of Landlord’s mortgage) shall hold in trust any funds payable to Landlord by Landlord’s insurance carrier for the restoration of the affected improvements required to be restored by Landlord pursuant to this Article 16 in a separate account prior to actual disbursement of funds to restore the affected improvements; and Tenant (or Tenant’s leasehold mortgagee, if required by the terms of Tenant’s mortgage) shall hold in trust any funds payable to Tenant by Tenant’s insurance carrier for the restoration of the affected improvements required to be restored by Tenant pursuant to this Article 16 in a separate account prior to actual disbursement of funds to restore the affected improvements.  The applicable Restoration Work shall be performed in a good and workmanlike manner in accordance with the original plans and specifications for the affected improvements, except to the extent changes are required under Applicable Law and except for alterations and other changes permitted hereunder.

As the reconstruction progresses, the insurance funds paid by Landlord’s insurer (and other funds of Landlord or Tenant, as applicable, required to pay for the Restoration Work, if the insurance funds are not sufficient) will be disbursed by Landlord or Tenant (or their respective mortgagees), as the case may be, in accordance with standard construction disbursement practices.  Landlord and Tenant each covenants and agrees that all liens that are filed as a consequence of its Restoration Work will be discharged as expeditiously as possible so as not to delay reconstruction, and in any event any such lien shall be discharged or bonded around in accordance with Applicable Laws within thirty (30) days of filing. At the completion of the reconstruction of Landlord’s Restoration Work, and before Tenant shall be obligated to commence Tenant’s Restoration Work, Landlord shall cause its architect to certify to Tenant that Landlord’s Restoration Work has been properly completed in accordance with the aforementioned plans and specifications.

Section 16.3.Right to Terminate.

(a)If, as a result of any damage or destruction to the Premises or as a result of any damage or destruction to any other portion of the Center, including the Common Areas (whether or not the Premises or any part thereof is directly damaged), the operation of Tenant’s business in the Premises as contemplated hereunder becomes impracticable in Tenant’s reasonable judgment, whether directly as a consequence of damage or destruction or indirectly as a consequence of Landlord’s Restoration Work (herein, a “Substantial Casualty”), and if (i) Tenant in good faith reasonably determines that such damage or