CPI Adjustment. If the CPI Percentage Increase (as defined below) is more than [***] for the relevant Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84=100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall mean, with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increase, then the Landlord shall deliver to the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Notice.
Appears in 4 contracts
Samples: Ground Lease Agreement (Venture Global, Inc.), Ground Lease Agreement (Venture Global, Inc.), Ground Lease Agreement (Venture Global, Inc.)
CPI Adjustment. If the CPI Percentage Increase (as defined below) is more than [***] for the relevant Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84=10084= 100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall mean, with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increase, then the Landlord shall deliver to the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Notice.
Appears in 4 contracts
Samples: Ground Lease Agreement (Venture Global, Inc.), Ground Lease Agreement (Venture Global, Inc.), Ground Lease Agreement (Venture Global, Inc.)
CPI Adjustment. If the CPI Percentage Increase (as defined below) is more than [***] for the relevant Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84=100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall mean, with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (ai) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (bii) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increase, then the Landlord shall deliver to the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Notice.
Appears in 2 contracts
Samples: Ground Lease Agreement (Venture Global, Inc.), Ground Lease Agreement (Venture Global, Inc.)
CPI Adjustment. If At the CPI Percentage Increase end of the first Lease year (as defined belowhereinafter defined) is more than [***] and every Lease year thereafter (including any renewal periods) the Base Rental provided for the relevant Adjustment Period, then the Rent payable during that Adjustment Period in Paragraph 3 above shall be adjusted upward by a percentage equal adding to Base Rental the CPI Percentage Increase "Add-on Factor". The one (1) year periods are each hereinafter referred to as defined below) applicable to such an "Adjustment Period". As used herein, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” the "Add- on Factor" shall mean the unadjusted Consumer Price Index for All Urban Workers"Add-on Sum" minus "Net Base Rental"; "Add-on Sum" shall mean a sum determined by multiplying the "Net Base Rental" by the "Adjustment Factor"; "Net Base Rental" shall mean the Base Rental described above minus Initial Basic Cost, U.S. City Averageand "Adjustment Factor" shall mean a fraction, All Items, 1982-84=100, calculated the numerator of which is the "CPI" published immediately preceding the applicable anniversary date and the denominator of which is the "CPI" published by immediately preceding the commencement date of the term of this Lease. "CPI" shall mean the United States Department of LaborAverage (1982-84 '" 100), as published bi-monthly (or if the same shall no longer be published bi-monthly, on the most frequent basis available) by the Bureau of Labor Statistics, U.S. Department of Labor (but if such is subject to adjustment later, the later adjusted index shall be used). The “CPI Percentage Increase” Adjusted Rental shall meanbe the new Base Rental of the Premises effective as of the first day of the applicable Adjustment Period. Notwithstanding the foregoing calculation, the yearly percentage rent adjustment pursuant to this Paragraph 9 shall in no event be less than FIVE percent (5%) per year. Tenant shall continue payment of the Base Rental in effect for the expiring Adjustment Period until notified by Landlord of any increase in such Base Rental. Such notification shall include a memorandum showing the calculations used by Landlord in determining the new Base Rental. On the first day of the calendar month immediately succeeding receipt of such notice, Tenant shall commence payment of the new Base Rental spedfied in the notice, and shall also pay to Landlord with respect to any Adjustment Periodthe month(s) already expired, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation excess of the CPI Percentage Increase, then required monthly rentals spedfied in the Landlord shall deliver to notice over the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Noticemonthly amounts actually paid by Tenant.
Appears in 2 contracts
Samples: Lease Agreement (TotalMed Systems, Inc.), Lease Agreement (TotalMed Systems, Inc.)
CPI Adjustment. If the CPI Percentage Increase (as defined below) is more than [***] for the relevant Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84=100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall mean, ,with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increase, then the Landlord shall deliver to the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Notice.
Appears in 2 contracts
Samples: Ground Lease Agreement (Venture Global, Inc.), Ground Lease Agreement (Venture Global, Inc.)
CPI Adjustment. If the CPI Percentage Increase (as defined below) is more than [***] for the relevant Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase (( as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall Index”_shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84=100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall mean, with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the TenantTenant (the “Estimated CPI Percentage Increase”), and the Tenant shall deliver written notice (“CPI Notice”) to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the Estimated CPI Percentage Increase, then the Landlord shall deliver to the Tenant written noticenotice (“CPI Disagreement Notice”), describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”)detail, not later than thirty (30) days after delivery to it of the CPI Notice, and the Parties shall thereafter promptly negotiate in good faith to agree on a final CPI Percentage Increase. If the Parties agree on a CPI Percentage Increase that exceeds the Estimated CPI Percentage Increase, then the Tenant shall include with its next following payment of Rent pursuant to Section 4.1 a true-up amount equal to the product of (a) the positive difference between the agreed CPI Percentage Increase and the Estimated CPI Percentage Increase, expressed as a percentage and (b) the division of (i) the Rent previously paid during such Adjustment Period by (ii) the Estimated CPI Percentage Increase plus one hundred percent (100%). If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI NoticeNotice to it, then the Landlord shall be conclusively deemed to have agreed with the calculation of the Estimated CPI Percentage Increase set forth in such CPI Notice.
Appears in 2 contracts
Samples: Ground Lease Agreement (Venture Global, Inc.), Ground Lease Agreement (Venture Global, Inc.)
CPI Adjustment. If the CPI Percentage Increase (as defined below) is more than [***] for the relevant Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84=100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall mean, with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increase, then the Landlord shall deliver to the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty sixty (3060) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty sixty (3060) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Notice.
Appears in 2 contracts
Samples: Ground Lease Agreement (Venture Global, Inc.), Ground Lease Agreement (Venture Global, Inc.)
CPI Adjustment. If the CPI Percentage Increase (as defined below) is more than [***] for the relevant Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84=100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall mean, with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. Such notice shall also inform the LANDLORD that this Section 4.2 provides that if the LANDLORD does not deliver a CPI Disagreement notice within 30 days it shall forfeit its right to contest it. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increase, then the Landlord shall deliver to the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Notice.
Appears in 2 contracts
Samples: Ground Lease Agreement (Venture Global, Inc.), Ground Lease Agreement (Venture Global, Inc.)
CPI Adjustment. If the CPI Percentage Increase (as defined below) is more than [***] for the relevant Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84=100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall mean, with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increase, then the Landlord shall deliver to the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Notice.
Appears in 2 contracts
Samples: Ground Lease Agreement (Venture Global, Inc.), Ground Lease Agreement (Venture Global, Inc.)
CPI Adjustment. If the CPI Percentage Increase (as defined below) is more than [***] for the relevant Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84=10084= 100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall mean, with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than [***] greater than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increase, then the Landlord shall deliver to the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Notice.
Appears in 2 contracts
Samples: Ground Lease Agreement (Venture Global, Inc.), Ground Lease Agreement (Venture Global, Inc.)
CPI Adjustment. If If, at the commencement of the Interim Date or applicable Extension Term, there is a change in the CPI Percentage Increase (or any comparable successor or substitute index reasonably designated by the Landlord, appropriately adjusted, and approved by Tenant, such approval not to be unreasonably withheld) reflecting an increase in the cost of living over and above the cost of living as defined below) is more than [***] for the relevant Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward reflected by a percentage equal to the CPI Percentage Increase in effect on the first Rent Commencement Date to occur (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84=100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall meanor, with respect to the First Extension Term, the CPI for the month in which the Interim Date occurred, or with respect to the Second Extension Term, the CPI for the month in which the First Extension Term commenced) (hereinafter called the “Base Price Index”), the “Adjustment” of the Base Rent shall be calculated as follows for the purposes set forth in Section 1.16 and 3.03(c): the Base Rent shall be multiplied by a fraction, the numerator of which shall be the CPI for the month in which the Interim Date occurs or the applicable Extension Term commences, as applicable, and the denominator of which (for each such fraction) shall be the Base Price Index (provided, however, that in no event shall the CPI be deemed to increase during such period by an amount in excess of four percent (4%) per year compounded annually). In the event that Landlord determines, and Tenant agrees, that the CPI ceases to use the 1982-84 average of 100 as the basis of calculation, or if a substantial change is made in the terms or number of items contained in the CPI, then the CPI shall be adjusted to the figure that the parties agree in good faith would have been arrived at had the manner of computing the CPI in effect at the date of this Lease not been changed. In the event that within one (1) year following the date that the CPI figure for any Adjustment Period, [***]. For month used in calculating the avoidance of doubt, no CPI Adjustment shall have been published, the federal government shall revise such figure, then: (x) such revised CPI figure shall thereafter be made deemed to be the correct CPI figure for all purposes (unless the federal government shall yet again revise such figure, in which case the most recently revised CPI figure shall be deemed to be correct); and (y) any payment due under this Ground Lease for any Adjustment Period if retroactive adjustment or recomputation resulting from such revised CPI figure shall be limited to encompass only the result year immediately preceding the date upon which the revision of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period figure shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increase, then the Landlord shall deliver to the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Noticefirst been published.
Appears in 1 contract
CPI Adjustment. If If, at the commencement of the applicable Extension Term, there is a change in the CPI Percentage Increase (or any comparable successor or substitute index reasonably designated by the Landlord, appropriately adjusted, and approved by Tenant, such approval not to be unreasonably withheld,) reflecting an increase in the cost of living over and above the cost of living as defined below) is more than [***] reflected by the CPI for the relevant Adjustment Period, then month in which the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase Lease Commencement Date occurs (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84=100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall meanor, with respect to the Second or Third Extension Tram, the CPI for the month in which the prior Extension Term commenced) (hereinafter called the “Base Price Index”), the “Adjustment” of the Base Rent shall be calculated as follows for the purposes set forth in Section 3.03(d), clause (y): the Base Rent shall be multiplied by a fraction, the numerator of which shall be the CPI for the month in which the applicable Extension Term commences, and the denominator of which (for each such fraction) shall be the Base Price Index. In the event that Landlord determines, and Tenant agrees, that the CPI ceases to use the 1982-84 average of 100 as the basis of calculation, or if a substantial change is made in the terms or number of items contained in the CPI, then the CPI shall be adjusted to the figure that the parties agree in good faith would have been arrived at had the manner of computing the CPI in effect at the date of this Lease not been changed. In the event that within one (1) year following the date that the CPI figure for any Adjustment Period, [***]. For month used in calculating the avoidance of doubt, no CPI Adjustment shall have been published, the federal government shall revise such figure, then: (x) such revised CPI figure shall thereafter be made deemed to be the correct CPI figure for all purposes (unless the federal government shall yet again revise such figure, in which case the most recently revised CPI figure shall be deemed to be correct); and (y) any payment due under this Ground Lease for any Adjustment Period if retroactive adjustment or recomputation resulting from such revised CPI figure shall be limited to encompass only the result year immediately preceding the date upon which the revision of such CPI Adjustment would be to figure shall have first been published. Notwithstanding the foregoing, any such increase in CPI shall not exceed four percent (a4%) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increase, then the Landlord shall deliver to the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Noticeper year compounded annually.
Appears in 1 contract
CPI Adjustment. If (a) The Fair Market Value of the Premises and each Phase thereof shall be adjusted by the CPI Percentage Adjustment as of each CPI Adjustment Date during the Initial Term.
(b) If, as of any CPI Adjustment Date, there exists any CPI Adjustment Carryover Increase (as defined below) is more than [***] for the relevant from any prior CPI Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84=100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall mean, with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result increased by application of all or a portion of such CPI Adjustment would Carryover Increase to the CPI Adjustment to be to (a) reduce the amount applied as of such payment CPI Adjustment Date, but only to an amount the extent that such increase would not cause such CPI Adjustment to exceed the Maximum CPI Adjustment. If less than all of any CPI Adjustment Carryover Increase is applied as of any CPI Adjustment Date, then the remainder of such CPI Adjustment Carryover Increase shall be carried over to the next succeeding CPI Adjustment Dates until fully applied. CPI Adjustment Carryover Increases may be accumulated over successive CPI Adjustment Periods, to the extent not applied as herein provided.
(c) If, as of any CPI Adjustment Date, there exists any CPI Adjustment Carryover Decrease from any prior CPI Adjustment Period, then the CPI Adjustment shall be decreased by application of all or a portion of such CPI Adjustment Carryover Decrease to the CPI Adjustment to be applied as of such CPI Adjustment Date, but only to the extent that such increase would not cause such CPI Adjustment to be less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater Minimum CPI Adjustment. If less than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement all of any CPI Adjustment Period. If the Landlord disagrees with the Tenant’s calculation Carryover Decrease is applied as of the any CPI Percentage IncreaseAdjustment Date, then the Landlord remainder of such CPI Adjustment Carryover Decrease shall deliver be carried over to the Tenant written noticenext succeeding CPI Adjustment Dates until fully applied. CPI Adjustment Carryover Decreases may be accumulated over successive CPI Adjustment Periods, describing to the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), extent not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Noticeapplied as herein provided.
Appears in 1 contract
Samples: Enhanced Use Lease
CPI Adjustment. If Adjustments shall be made to the Base Rent (the “Base Rent Adjustment”) to reflect increases in the CPI Percentage Increase (as defined belowhereinafter defined) is more than [***] in accordance with the following:
(i) Beginning on January 1, 2008 and on each succeeding January 1st throughout the Lease Term (each such date shall be referred to as a “Rent Adjustment Date” and each period between the Rent Adjustment Dates shall be referred to as an “Adjustment Period”) the Base Rent payable under the Lease for the relevant Adjustment Period, then or portion thereof, in which the applicable Rent payable during that Adjustment Period Date occurs shall be adjusted upward to reflect any increases in the CPI. Such Base Rent Adjustment shall be accomplished by a percentage equal to multiplying the CPI Percentage Increase (as defined below) applicable to Base Rent for such Adjustment Period, but or portion thereof (which shall not be diminished by any credits or abatements granted in this Lease or any amendments thereto, including, without limitation, the Abated Base Rent) by a fraction, the numerator of which shall be the most recently published CPI index number prior to exceed an adjustment during the applicable Rent Adjustment Date and the denominator of which shall be the most recently published CPI Index number prior to the Commencement Date of the Lease, provided that in no event shall the Base Rent for any Adjustment Period be less than Base Rent payable for the preceding Adjustment Period.
(ii) Landlord shall notify Tenant of greater than [***]the Base Rent Adjustment for the applicable Adjustment Period, or portion thereof, in writing prior to the applicable Rent Adjustment Date, or as soon thereafter as is practical. The term Tenant shall pay such Base Rent (as hereby adjusted) on or before the first day of each month during the applicable Adjustment Period in accordance with Section 4 of the Lease. If Landlord does not notify Tenant of the Base Rent Adjustment by any given Rent Adjustment Date, Tenant shall continue to pay Base Rent based on the previous years adjustment, if any, until such time as Landlord provides Tenant with notice of the new adjusted Base Rent. Upon determination of the new Base Rent Adjustment, an adjustment shall be made for any month with respect to which Tenant paid Base Rent based on the previous year’s Base Rent Adjustment. Tenant shall pay Landlord for any underpayment within 30 days written demand.
(iii) For purposes hereof, “Consumer Price IndexCPI” shall mean the unadjusted Revised Consumer Price Index for San Francisco/Bay Area All Urban Workers, U.S. City Average, All Items, 1982-84=100, calculated and Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, for United States City Average, All Items (1982-84 = 100). If the manner in which the CPI is calculated shall be substantially revised or if the 1982-84 average shall no longer be used, Landlord and Tenant shall select a means to adjust such revised Index which would produce results equivalent, as practicable, to those which would have been obtained if the CPI had not been so revised. If the CPI shall become unavailable to the public because publication is discontinued, or otherwise, Landlord and Tenant shall select a comparable substitute index based upon changes in the cost of living or purchasing power of the consumer dollar published by any other governmental agency, or if no such index shall then be available, a comparable index published by a major bank or other financial institution or by a university or a recognized financial publication. In the event the U.S. Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall mean, with respect to any Adjustment Period, [***]. For Statistics changes the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation publication frequency of the CPI Percentage Increaseso that a CPI is not available to make an adjustment for the period in question, then the Landlord adjustment shall deliver to be based on the Tenant written notice, describing the basis for such disagreement percentage increase in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If for the Landlord fails to deliver twelve (12) month period beginning with the closest month preceding the period in question for which a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Noticeis available.
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Samples: Lease Agreement (Giga Tronics Inc)