Continuation of Lease Landlord may continue this Lease in full force and effect and the Lease will continue in effect as long as Landlord does not terminate Tenant’s right to possession, and Landlord shall have the right to collect Rent when due. During the period Tenant is in Default, Landlord can enter the Premises and relet them, or any part of them, to third parties for Tenant’s account. Tenant shall be liable immediately to Landlord for all costs Landlord incurs in reletting the Premises, including, without limitation, brokers’ commissions, expenses of remodeling the Premises required by the reletting, and like costs. Reletting can be for a period shorter or longer than the remaining term of this Lease. Tenant shall pay to Landlord the Rent due under this Lease on the dates the Rent is due, less the rent Landlord receives from any reletting. No act by Landlord allowed by this paragraph shall terminate this Lease unless Landlord Notifies Tenant that Landlord elects to terminate this Lease. If Landlord elects to relet the Premises as provided in this paragraph, rent that Landlord receives from reletting shall be applied to the payment of: First, any indebtedness from Tenant to Landlord other than Fixed Rent due from Tenant; Second, all costs, including for maintenance, incurred by Landlord in reletting; Third, Fixed Rent due and unpaid under this Lease. After deducting the payments referred to in this paragraph, any sum remaining from the rent Landlord receives from reletting shall be held by Landlord and applied in payment of future Rent as Rent becomes due under this Lease. In no event shall Tenant be entitled to any excess rent received by Landlord. If, on the date Rent is due under this Lease, the rent received from the reletting is less than the Rent due on that date, Tenant shall pay to Landlord, in addition to the remaining Rent due, all costs, including for maintenance, Landlord incurred in reletting that remain after applying the rent received from the reletting as provided in this paragraph.
Extension of Lease Term The Original Lease Term is hereby extended for a period of eighteen (18) months continuing through and including November 30, 2022 (the “Extension Term” and the Original Lease Term as so extended by the Extension Term, the “Lease Term”).
Termination of Lease (a) Landlord and Tenant hereby agree that, effective as of the Termination Date, the Lease and the term thereof shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant.
(b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition.
(c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into.
(d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT.
(e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreement.
Modification of Lease Should any current or prospective mortgagee or ground lessor for the Building or Project require a modification of this Lease, which modification will not cause an increased cost or expense to Tenant or in any other way materially and adversely change the rights and obligations of Tenant hereunder, then and in such event, Tenant agrees that this Lease may be so modified and agrees to execute whatever documents are reasonably required therefor and to deliver the same to Landlord within ten (10) business days following a request therefor. At the request of Landlord or any mortgagee or ground lessor, Tenant agrees to execute a short form of Lease and deliver the same to Landlord within ten (10) business days following the request therefor.
Recordation of Lease Tenant shall not record or file this Lease (or any memorandum hereof) in the public records of any county or state.
Construction of Lease This Lease has been prepared by Landlord and its professional advisors and reviewed by Tenant and its professional advisors. Landlord, Tenant, and their advisors believe that this Lease is the product of all their efforts, that it expresses their agreement, and agree that it shall not be interpreted in favor of either Landlord or Tenant or against either Landlord or Tenant merely because of their efforts in preparing it.
Extension of Leave 7 If an extension of the leave is required, a request for the extension must be 8 submitted in writing at least five (5) days in advance of the leave expiration 9 or as soon as practical. Consideration of an extension will be based on the 10 same criteria as the original request. Failure to return to work at the 11 expiration of the leave may result in termination.
TERM OF LEASE This Lease shall commence on the date of ________ and shall continue until its natural termination under this part on the date of ________ at 11:59 PM. After the date of termination, this Lease shall automatically renew and shall continue for the same term amount until Landlord or Tenant undertake cancellation of this Lease in writing. At the expiration of this Lease, Tenant shall be responsible for providing a forwarding address to Landlord to receive any funds owed or other notices.
Ratification of Lease Except as amended hereby, the Lease shall remain in full force and effect in accordance with its terms and is hereby ratified. In the event of a conflict between the Lease and this Amendment, this Amendment shall control.
TERMS OF LEASE This lease shall be for a term of two (2) school semesters beginning on the 20th day of August 2021 and terminating without notice at 5:00 PM on the 20th day of May 2022. LESSEES shall move-in on a pre-scheduled date as indicated hereafter, and shall move-out at the end of the lease term after a move-out inspection has been completed by LESSOR.
