Determination of Fair Rental Value Sample Clauses

Determination of Fair Rental Value. In the event Tenant timely and appropriately exercises an Extension Option, Landlord shall notify Tenant of Landlord’s determination of the Option Rent on or before the date that occurs six (6) months prior to the Lease Expiration Date (or expiration of the first Option Term, as applicable). If Tenant, on or before the date which is thirty (30) days following the date upon which Tenant receives Landlord’s determination of the Option Rent, in good faith objects to Landlord’s determination of the Option Rent, then Landlord and Tenant shall attempt to agree upon the Option Rent using their best good-faith efforts. If Landlord and Tenant fail to reach agreement on or before the date that occurs four (4) months before the commencement of the applicable Option Term, of if Tenant exercises its right in Section 1.4.4.2 to have the Fair Rental Value of any Availability Premises determined by arbitration (as applicable, the “Outside Agreement Date”), then each party shall make a separate determination of the Option Rent, within five (5) business days following the Outside Agreement Date, and such determinations shall be submitted to arbitration in accordance with Sections 2.2.3.1 through 2.2.3. 7, below. If Tenant fails to object to Landlord’s determination of the Option Rent within the time period set forth herein, then Tenant shall be deemed to have accepted Landlord’s determination of Option Rent. 2.2.3.1 Landlord and Tenant shall each appoint one arbitrator who shall be, at the option of the appointing party, a real estate broker, appraiser or attorney who shall have been active over the five (5) year period ending on the date of such appointment in the leasing or appraisal, as the case may be, of commercial office properties in the Financial District and South of Market areas of San Francisco, California. The determination of the arbitrators shall be limited solely to the issue of whether Landlord’s or Tenant’s submitted Option Rent (or Fair Rental Value of the Availability Space, as applicable) is the closest to the actual Option Rent (or Fair Rental Value of the Availability Space, as applicable), taking into account the requirements of Section 2.2.2 of this Lease, as determined by the arbitrators. Each such arbitrator shall be appointed within fifteen (15) days after the Outside Agreement Date. Landlord and Tenant may consult with their selected arbitrators prior to appointment and may select an arbitrator who is favorable to their respective positions. The ...
Sample 1See All (4)
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Determination of Fair Rental Value. Fair rental value, for purposes of this Section 23, shall be the highest amount which could be obtained by renting the Facilities to another party for a period at least as long as the remainder of the Scheduled Lease Term under the same terms (other than with respect to Base Rent) as specified in this Lease Agreement; provided, however, that the following procedures shall be used. (1) If Landlord leases the Facility to another party for the remainder of the Scheduled Lease Term (or longer), the rent agreed to by such party shall conclusively establish the fair rental value of the Facility in the absence of an actual offer to lease for a higher amount for the same term tendered by a party unrelated to Tenant (whether by shared ownership of any financial or contractual affiliation; hereafter, "Unrelated Party") having a net worth equal to or greater than the net worth of the party having leased from the Landlord. (2) If the Facility is leased by Landlord to another party for only part of the remaining Scheduled Lease Term, the rent payable under such agreement shall conclusively establish the fair rental value for the entire remaining Scheduled Lease Term, subject to Tenant's right to offset against the Termination Deficiency as calculated on that basis (or, if the Termination Deficiency has been paid and is not subject to recovery as a preference in the event of Tenant's insolvency, Tenant's right to recover from Landlord) an adjustment reflecting any greater rent actually received by Landlord for any portion of the remaining Scheduled Lease Term. (3) If the Facility is not leased by Landlord to any other party, the fair rental value, for purposes of calculating the rent differential and the Termination Deficiency, shall be the highest rent offered by any Unrelated Party having a net worth equal to or greater than the greater of the net worth of Tenant (as stated based on generally accepted accounting principles in its most recent audited financial statement), for a lease term at least as long as the remainder of the Scheduled Lease Term (or longer).
Sample 1Sample 2
Determination of Fair Rental Value. Upon written request given by Lessee to Lessor not earlier than three hundred sixty (360) days nor later than one hundred eighty (180) days prior to the expiration of the Original Term or the First Extended Term, as applicable, Lessor shall, within twenty (20) days of such request, give written notice to Lessee of Lessor's determination of the aforesaid Fair Rental Value of the Premises for the applicable Extension Term. The amount so designated by Lessor shall be the annual Base Rent for the Premises for the applicable Extended Term, unless, within thirty (30) days after Lessee shall have received such notice, Lessee shall give notice to Lessor exercising Lessee's right of appraisal as set forth in subsection (d) below to determine such Fair Rental Value, in which event such Fair Rental Value shall be determined by the appraisal thereunder. Should Lessee elect to exercise its rights of appraisal and should the appraisal not have been concluded prior to the date on which Lessee's obligation to pay Rent for the Extended Term shall have occurred, Lessee shall pay annual Base Rent as so designated by Lessor. If the Fair Rental Value as determined by appraisal is greater than or less than Lessor's designation, then any adjustment required to correct the amount previously paid shall be made by payment by the appropriate party within ten (10) days after such determination of Fair Rental Value.
Sample 1
Determination of Fair Rental Value. The "Fair Rental Value" of the Premises shall be defined to mean the fair market rental value of the Premises as of the commencement of the Extended Term, taking into consideration all relevant factors, including length of term, the uses permitted under the Lease, the quality, size, design and location of the Premises, including the condition and value of existing tenant improvements, and the monthly base rent paid by tenants for premises comparable to the Premises, and located in the same market area as the Premises. If the parties are unable to agree on the Fair Rental Value for the Extended Term within ten (10) business days after receipt by Lessor of the Option Notice, Lessor and Lessee each, at its cost and by giving notice to the other party, shall appoint a competent and disinterested real estate appraiser with at least five (5) years' full-time commercial appraisal experience in the geographical area of the Premises to appraise and set the Fair Rental Value for the Extended Term. If either Lessor or Lessee does not appoint an appraiser within ten (10) days after the other party has given notice of the name of its appraiser, the single appraiser appointed shall be the sole appraiser and shall set the Fair Rental Value for the Extended Term. If two (2) appraisers are appointed by Lessor and Lessee as stated in this paragraph, they shall meet promptly and attempt to set the Fair Rental Value. If the two (2) appraisers are unable to agree within ten (10) days after the second appraiser has been appointed, they shall attempt to select a third appraiser meeting the qualifications stated in this paragraph within ten (10) days after the last day the two (2) appraisers are given to set the Fair Rental Value. If they are unable to agree on the third appraiser, either Lessor or Lessee by giving ten (10) days' notice to the other party, can apply to the Presiding Judge of the Superior Court of the county in which the Premises is located for the selection of a third appraiser who meets the qualifications stated in this paragraph. Lessor and Lessee each shall bear one-half (1/2) of the cost of appointing the third appraiser and of paying the third appraiser's fee. The third appraiser, however selected, shall be a person who has not previously acted in any capacity for either Lessor or Lessee. Within fifteen (15) days after the selection of the third appraiser, the third appraiser shall select one of the two Fair Rental Values submitted by the first two appraiser...
Sample 1
Determination of Fair Rental Value. A. The term “Fair Rental Value” shall mean an amount equal to the product of: (1) the then prevailing rate of return being realized by landowners for comparable property located in Xxxxx County, Nevada; provided, however, that in no event shall such rate of return be less than eight percent (8%) per year; times (2) the market value of the Land. Notwithstanding the foregoing, in no event shall the rent for any rental period be less than the rent in effect immediately preceding the commencement of such rental period. The market value for the Land shall be based upon the assumption that the Land is free and clear of this Lease and any Improvements, but is subject to similar restrictions on use, as herein set forth, and giving due consideration to amenities furnished, and any other factors which would ordinarily be considered in establishing the prevailing market value, all as applicable to the use permitted in this Lease in other comparable commercial developments and resort casino ground leases in Xxxxx County, Nevada.
Sample 1
Determination of Fair Rental Value. In the event the Fair Rental Value of the Premises during any Additional Term must be determined by appraisal, the determination of Fair Rental Value shall be made as provided in Exhibit C hereto.
Sample 1
Determination of Fair Rental Value. Fair rental value, for purposes of this Section 23, shall be the highest amount which could be obtained by renting the Facilities to another party for a period at least as long as the remainder of the Scheduled Lease Term under the same terms (other than with respect to Base Rent) as specified in this Lease Agreement; provided, however, that the following procedures shall be used. (I) If Landlord leases the Facility to another party for the remainder of the Scheduled Lease Term (or longer), the rent agreed to by such party shall conclusively establish the fair rental value of the Facility in the absence of an actual offer to lease for a higher amount for the same term tendered by a party unrelated to Tenant (whether by shared ownership of any financial or contractual affiliation; hereafter, "Unrelated Party") having a net worth equal to or greater than the net worth of the party having leased from the Landlord.
Sample 1
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Related to Determination of Fair Rental Value

  • Determination of Fair Market Value For purposes of this Section 10.2, “fair market value” of a Share (or Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

  • Fair Rental Value If a loss covered under Section I makes that part of the "residence premises" rented to oth- ers or held for rental by you not fit to live in, we cover the fair rental value of such premises less any expenses that do not continue while it is not fit to live in. Payment will be for the shortest time required to repair or replace such premises.

  • Determination of Option Rent In the event Tenant timely and appropriately exercises an option to extend the Lease Term, Landlord shall notify Tenant of Landlord’s determination of the Option Rent within thirty (30) days thereafter. If Tenant, on or before the date which is ten (10) days following the date upon which Tenant receives Landlord’s determination of the Option Rent, in good faith objects to Landlord’s determination of the Option Rent, then Landlord and Tenant shall attempt to agree upon the Option Rent using their best good-faith efforts. If Landlord and Tenant fail to reach agreement within ten (10) days following Tenant’s objection to the Option Rent (the “Outside Agreement Date”), then Tenant shall have the right to withdraw its exercise of the option by delivering written notice thereof to Landlord within five (5) days thereafter, in which event Tenant’s right to extend the Lease pursuant to this Section 2.2 shall be of no further force or effect. If Tenant does not withdraw its exercise of the extension option, each party shall make a separate determination of the Option Rent, as the case may be, within ten (10) days after the Outside Agreement Date, and such determinations shall be submitted to arbitration in accordance with Sections 2.2.3.1 through 2.2.3.7, below. If Tenant fails to object to Landlord’s determination of the Option Rent within the time period set forth herein, then Tenant shall be deemed to have objected to Landlord’s determination of Option Rent. 2.2.3.1 Landlord and Tenant shall each appoint one arbitrator who shall be a real estate appraiser who shall have been active over the five (5) year period ending on the date of such appointment in the appraisal of other class A life sciences buildings located in the South San Francisco market area. The determination of the arbitrators shall be limited solely to the issue of whether Landlord’s or Tenant’s submitted Option Rent is the closest to the actual Option Rent, taking into account the requirements of Section 2.2.2 of this Lease, as determined by the arbitrators. Each such arbitrator shall be appointed within fifteen (15) days after the Outside Agreement Date. Landlord and Tenant may consult with their selected arbitrators prior to appointment and may select an arbitrator who is favorable to their respective positions. The arbitrators so selected by Landlord and Tenant shall be deemed “Advocate Arbitrators.” 2.2.3.2 The two (2) Advocate Arbitrators so appointed shall be specifically required pursuant to an engagement letter within ten (10) days of the date of the appointment of the last appointed Advocate Arbitrator to agree upon and appoint a third arbitrator (“Neutral Arbitrator”) who shall be qualified under the same criteria set forth hereinabove for qualification of the two Advocate Arbitrators, except that neither the Landlord or Tenant or either parties’ Advocate Arbitrator may, directly or indirectly, consult with the Neutral Arbitrator prior or subsequent to his or her appearance. The Neutral Arbitrator shall be retained via an engagement letter jointly prepared by Landlord’s counsel and Tenant’s counsel. 2.2.3.3 The three arbitrators shall, within thirty (30) days of the appointment of the Neutral Arbitrator, reach a decision as to whether the parties shall use Landlord’s or Tenant’s submitted Option Rent, and shall notify Landlord and Tenant thereof. 2.2.3.4 The decision of the majority of the three arbitrators shall be binding upon Landlord and Tenant. 2.2.3.5 If either Landlord or Tenant fails to appoint an Advocate Arbitrator within fifteen (15) days after the Outside Agreement Date, then either party may petition the presiding judge of the Superior Court of San Mateo County to appoint such Advocate Arbitrator subject to the criteria in Section 2.2.3.1 of this Lease, or if he or she refuses to act, either party may petition any judge having jurisdiction over the parties to appoint such Advocate Arbitrator. 2.2.3.6 If the two (2) Advocate Arbitrators fail to agree upon and appoint the Neutral Arbitrator, then either party may petition the presiding judge of the Superior Court of San Mateo County to appoint the Neutral Arbitrator, subject to criteria in Section 2.2.3.1 of this Lease, or if he or she refuses to act, either party may petition any judge having jurisdiction over the parties to appoint such arbitrator. 2.2.3.7 The cost of the arbitration shall be paid by Landlord and Tenant equally. 2.2.3.8 In the event that the Option Rent shall not have been determined pursuant to the terms hereof prior to the commencement of the Option Term, Tenant shall be required to pay the Option Rent initially provided by Landlord to Tenant, and upon the final determination of the Option Rent, the payments made by Tenant shall be reconciled with the actual amounts of Option Rent due, and the appropriate party shall make any corresponding payment to the other party.

  • Rental Value Lessor shall also obtain and keep in force during the term of this Lease a policy or policies in the name of Lessor, with loss payable to Lessor and any Lender(s), insuring the loss of the full rental and other charges payable by all lessees of the Building to Lessor for one year (including all Real Property Taxes, insurance costs, all Common Area Operating Expenses and any scheduled rental increases). Said insurance may provide that in the event the Lease is terminated by reason of an insured loss, the period of indemnity for such coverage shall be extended beyond the date of the completion of repairs or replacement of the Premises, to provide for one full year's loss of rental revenues from the date of any such loss. Said insurance shall contain an agreed valuation provision in lieu of any co-insurance clause, and the amount of coverage shall be adjusted annually to reflect the projected rental income, Real Property Taxes, insurance premium costs and other expenses, if any, otherwise payable, for the next 12-month period. Common Area Operating Expenses shall include any deductible amount in the event of such loss.

  • Calculation of Rent All calculation of Rent payable hereunder shall be computed based on the actual number of days elapsed over a year of three hundred sixty (360) days or, to the extent such Rent is based on the Prime Lending Rate, three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable) days.

  • Determination of Amount In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

  • Determination of Gross-Up Payment Subject to sub-paragraph (c) below, all determinations required to be made under this Section 6, including whether a Gross-Up Payment is required and the amount of the Gross-Up Payment, shall be made by the firm of independent public accountants selected by the Company to audit its financial statements for the year immediately preceding the Change in Control (the "Accounting Firm") which shall provide detailed supporting calculations to the Company and the Executive within 30 days after the date of the Executive's termination of employment. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Executive may appoint another nationally recognized accounting firm to make the determinations required under this Section 6 (which accounting firm shall then be referred to as the "Accounting Firm"). All fees and expenses of the Accounting Firm in connection with the work it performs pursuant to this Section 6 shall be promptly paid by the Company. Any Gross-Up Payment shall be paid by the Company to the Executive within 5 days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"). In the event that the Company exhausts its remedies pursuant to sub-paragraph (c) below, and the Executive is thereafter required to make a payment of Excise Tax, the Accounting Firm shall promptly determine the amount of the Underpayment that has occurred and any such Underpayment shall be paid by the Company to the Executive within 5 days after such determination. Amended and Restated Change in Control Agreement

  • Determination of Applicable Interest Rate As soon as practicable on each Interest Rate Determination Date, Bank shall determine (which determination shall, absent manifest error in calculation, be final, conclusive and binding upon all parties) the interest rate that shall apply to the LIBOR Advances for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower.

  • Determination of One-Month LIBOR Pursuant to the terms of the Global Agency Agreement, the Global Agent shall calculate the Class Coupons for the applicable Classes of Notes (including MAC Notes on which the Exchange Administrator has directed the Global Agent to make payments) for each Accrual Period (after the first Accrual Period) on the applicable LIBOR Adjustment Date. U.S. dollar deposits with a maturity of one month set by ICE Benchmark Administration Limited (“ICE”) as of 11:00 a.m. (London time) on the LIBOR Adjustment Date (the “ICE Method”). ICE’s Interest Settlement Rates are currently displayed on Bloomberg L.P.’s page “BBAM.” That page, or any other page that may replace page BBAM on that service or any other service that ICE nominates as the information vendor to display the ICE’s Interest Settlement Rates for deposits in U.S. dollars, is a “Designated Page.” ICE’s Interest Settlement Rates currently are rounded to five decimal places. If ICE’s Interest Settlement Rate does not appear on the Designated Page as of 11:00 a.m. (London time) on a LIBOR Adjustment Date, or if the Designated Page is not then available, One-Month LIBOR for that date will be the most recently published Interest Settlement Rate. If ICE no longer sets an Interest Settlement Rate, Xxxxxxx Mac will designate an alternative index that has performed, or that Xxxxxxx Mac (or its agent) expects to perform, in a manner substantially similar to ICE’s Interest Settlement Rate.

  • Determination of Net Asset Value The net asset value per share of each class and each series of Shares of the Trust shall be determined in accordance with the 1940 Act and any related procedures adopted by the Trustees from time to time. Determinations made under and pursuant to this Section 2 in good faith and in accordance with the provisions of the 1940 Act shall be binding on all parties concerned.

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