Early Termination In the absence of any material breach of this Agreement, should the Trust elect to terminate this Agreement prior to the end of the term, the Trust agrees to pay the following fees: a. all monthly fees through the life of the contract, including the rebate of any negotiated discounts; b. all fees associated with converting services to successor service provider; c. all fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor service provider; d. all out-of-pocket costs associated with a-c above.
Early Termination Option Provided that there is no Event of Default as of the date that Tenant delivers the Early Termination Notice and on the Early Termination Date (each, as hereinafter defined), Tenant shall have a one-time option to terminate this Lease (“Termination Option”) effective as of the last day of the sixty-ninth (69th) month of the Term (“Early Termination Date”), subject to and upon the following terms and conditions: (a) Tenant shall give Landlord prior written notice (“Early Termination Notice”) of its intention to exercise the Termination Option not less than 365 days prior to the Early Termination Date (“Termination Notice Date”). If such Termination Option is validly exercised, the Lease shall terminate as of the Early Termination Date. If Tenant fails to deliver the Early Termination Notice to Landlord within the time period prescribed by this paragraph, then Tenant shall be deemed to have irrevocably waived the Termination Option and the Termination Option shall be null and void. (b) At the time of giving the Early Termination Notice, as consideration for its exercise of the Termination Option, Tenant shall pay to Landlord a fee (the “Early Termination Fee”) in an amount equal to the unamortized portion of the following costs (“Costs”): (i) all costs incurred by Landlord in connection with the construction of the Tenant Improvements (including, but not limited to, all hard and soft costs, including architects’, engineers’ and other design professionals’ fees); (ii) all commissions paid by Landlord to Landlord’s Broker and the Tenant’s Broker; and (iii) all other costs incurred by Landlord in connection with this Lease, including, but not limited to, legal fees and expenses and permitting fees and expenses. For purposes of this Section, the Costs shall be amortized over the initial Term of the Lease at an interest rate of nine percent (9%) per annum. Following the Commencement Date, within thirty (30) days following Tenant’s request, Landlord shall provide Tenant with a calculation of the Costs and an amortization schedule of same. (c) The Early Termination Fee shall be paid by Tenant to Landlord via certified check or by wire transfer of immediately available funds to an account designated by Landlord at the time that Tenant delivers the Early Termination Notice as prescribed herein. If Tenant delivers the Early Termination Notice but fails to deliver the Early Termination Fee as prescribed hereby, then the Early Termination Notice shall be null and void and Tenant shall be deemed to have irrevocably waived the Termination Option and the Termination Option shall be null and void. (d) Notwithstanding Tenant’s delivery of the Early Termination Notice and payment of the Early Termination Fee, Tenant shall continue to pay all Rent through the Early Termination Date. Tenant acknowledges that the Early Termination Fee is consideration for Tenant’s exercise of the Termination Option and, therefore, shall not be credited against Rent due through the Early Termination Date. (e) If Tenant validly exercises its Termination Option: (i) on or prior to the Early Termination Date, Tenant shall surrender possession of the Premises in the condition required by the terms of this Lease; and (ii) the Lease shall terminate as of the Early Termination Date, as if such Early Termination Date were the date originally stipulated for the expiration of the Term; provided, however, that nothing herein shall relieve either Landlord or Tenant of any obligations of such party which accrued hereunder prior to the Early Termination Date and that survive the termination or expiration of the Lease.
Early Termination Right Tenant shall have the right, subject to the provisions of this Section 39, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as of July 31, 2021 (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 months in advance of the Early Termination Date, and (ii) concurrent with Tenant’s delivery of the Termination Notice to Landlord, an early termination payment equal to the sum of (1) the unamortized amount of the Tenant Improvement Allowance actually disbursed by Landlord as of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 39 shall have no further force or effect.
Early Termination Notice (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPO, the Corporate Taxpayer shall deliver to the ITR Entity notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for the ITR Entity. The Early Termination Schedule shall become final and binding on all parties 30 calendar days from the first date on which the ITR Entity has received such Schedule or amendment thereto unless the ITR Entity (i) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.
Payment upon Early Termination (a) Within three (3) calendar days after an Early Termination Effective Date, the Corporate Taxpayer shall pay to each TRA Party an amount equal to the Early Termination Payment in respect of such TRA Party. Such payment shall be made by wire transfer of immediately available funds to a bank account or accounts designated by such TRA Party or as otherwise agreed by the Corporate Taxpayer and such TRA Party or, in the absence of such designation or agreement, by check mailed to the last mailing address provided by such TRA Party to the Corporate Taxpayer.
Early Entry After receipt of a Certificate of Insurance from Tenant, Landlord shall permit Tenant to enter upon the Premises from and after the date of full execution of this Lease for the purpose of monitoring the planning and construction of the Tenant Improvements consisting of the Initial Installation by Landlord, in accordance with the provisions of EXHIBIT C, installing its furniture, fixtures and telephone, internet and data communications cabling and wiring, excluding the conduct of its business. Such early entry shall be at Tenant’s sole risk and subject to all the terms and provisions hereof, except for the payment of Monthly Rent which shall commence on the date set forth in Paragraph 4.B. Whereupon certain Suites are currently occupied by other tenants, immediately upon vacation of such Suites by the existing tenants, Tenant will be granted access to such Suites. With respect to Suites not currently occupied by other tenants, Tenant will be granted access immediately upon execution of this Lease and provision of a Certificate of Insurance as set forth herein. Upon reasonable prior written notice to Landlord, and subject to Landlord’s completion of any Tenant Improvements requested by Tenant pursuant to EXHIBIT C with respect thereto, Tenant will have the right to occupy Suite 2118 up to ninety (90) days prior to the Commencement Date. Should Tenant request occupancy of Suite 2118 prior to the Commencement Date, the parties will agree in writing upon a date certain for the commencement of such occupancy, and the rights and obligations of the Parties pursuant to this Lease with respect to Suite 2118, including, without limitation, Tenant’s obligation to pay Rent with respect to Suite 2118, shall be effective upon the date of such occupancy. Early occupancy by Tenant of any portion of the Premises, including Suite 2118, shall not cause the expiration date of this Lease to be later or earlier than July 12, 2014.
Early Termination of Services Termination at any time upon 90 days’ prior written notice. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule. Recipient: Mead Johnson Nutrition (Spain) S.L. Provider: Bristol-Myers Squibb S.A. Point of Contact, Recipient: Leanne Metz Point of Contact, Provider: Loic Senechal Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.
Automatic Early Termination provision of Section 6(a) will not apply to Party A and will not apply to Party B.
Payment on Early Termination Upon termination pursuant to Section 14 (Early Termination), District shall pay Contractor as follows: (i) If District terminates this Contract for its convenience under Section 14(a) or 14(b), then District must pay Contractor for work performed before the termination date if and only if Contractor performed in accordance with this Contract. District shall not be liable for any direct, indirect, or consequential damages. Termination by District shall not constitute a waiver of any other claim District may have against Contractor. (ii) If Contractor terminates this Contract under Section 14(c) due to District’s breach, then District shall pay Contractor for work performed before the termination date if and only if Contractor performed in accordance with this Contract. (iii) If District terminates this Contract under Sections 14(c) or 14(d) due to Contractor’s breach, then District must pay Contractor for work performed before the termination date less any setoff to which District is entitled and if and only if Contractor performed such work in accordance with this Contract.
Early Access Subject to Tenant’s delivery of an executed original of this Lease, the prepaid Base Rent and the Letter of Credit as required elsewhere in this Lease, and the insurance certificates evidencing Tenant’s insurance policies required under this Lease, Landlord shall provide Tenant with early access to the Premises on the latest to occur of (i) the first (1st) Business Day following the date of mutual execution and delivery of this Lease, (ii) the first (1st) Business Day following the date on which Landlord determines the Premises is free and clear of any existing tenancy, and (iii) fifteen (15) days prior to Landlord’s then-estimated date of delivery of the Premises (in any case, the “Access Date”). Such period of early access shall commence on the Access Date and continue through the date immediately preceding the Commencement Date (the “Early Access Period”), and Tenant’s access during the Early Access Period shall be subject to all of the terms and conditions of this Lease, except for Tenant’s obligation to pay Rent (which obligation shall commence upon the Commencement Date, subject to the abatement of Base Rent provided in the Basic Lease Information). Notwithstanding the foregoing, the conduct of business in the Premises shall cause an immediate acceleration of the Commencement Date to the date of Tenant’s initial conduct of business in the Premises. During the Early Access Period, Tenant may enter the Premises (but not any other portion of the Building or the Project other than for ingress and egress) for the sole purpose of installing cabling, furniture, fixtures and equipment, provided that Tenant shall be solely responsible for all of the foregoing and for any loss or damage thereto from any cause whatsoever. Such early access and installation shall be permitted only to the extent that such early access and installation activities will not interfere with the access, use and occupancy of the Building or the Project by Landlord or any other tenant or occupant and/or Landlord’s performance of the Work and/or otherwise delay Landlord’s delivery of possession of the Premises to Tenant in the condition required under this Lease. The provisions of Sections 8(a) and 11 of this Lease shall apply in full during the Early Access Period, and Tenant shall (x) provide certificates of insurance evidencing the existence and amounts of liability insurance carried by Tenant and its agents and contractors, reasonably satisfactory to Landlord, prior to and as a condition to such early access, and (y) comply with all Laws applicable to such early access work in the Premises. If Landlord reasonably determines that Tenant’s early access is interfering in any material way with Landlord’s ability to deliver possession of the Premises in the condition required under this Lease and/or to complete the Work, then Landlord shall have the right to limit or otherwise restrict Tenant’s access during the Early Access Period without any liability.