Common use of Exercise and Negotiation Period Clause in Contracts

Exercise and Negotiation Period. If Tenant desires to exercise Tenant’s Future Expansion Option, then Tenant shall give notice (“Future Expansion Notice”) to Landlord, not earlier than twenty-four (24) months nor later than twelve (12) months prior to the fifth (5th) anniversary of the Fixed Rent Commencement Date. If Tenant fails timely to give a Future Expansion Notice, Tenant shall have no further right to lease the Future Expansion Premises pursuant to this Article XX. Within ten (10) business days of Landlord’s receipt of Tenant’s Future Expansion Notice, Landlord shall provide to Tenant Landlord’s quotation of Annual Fixed Rent (which shall be Landlord’s determination of the Prevailing Market Rent for the Future Expansion Premises), the delivery conditions, any tenant improvement allowance, Landlord’s estimate of the commencement date for the Future Expansion Premises and any other material business terms (collectively, “Landlord’s Future Expansion Rent Quotation”), together with the location of the Future Expansion Premises designated by Landlord. If at the expiration of twenty (20) days after the date when Landlord provides Landlord’s Future Expansion Rent Quotation to Tenant (the “Future Expansion Negotiation Period”), Landlord and Tenant have not reached agreement on a determination of the Prevailing Market Rent for the Future Expansion Premises, then Tenant shall have the right to request an Arbitration Determination of the Prevailing Market Rent for such Future Expansion Premises, which Arbitration Determination shall be made in accordance with Article XVII hereof. If Tenant timely shall have requested the Arbitration Determination, then the Prevailing Market Rent for the Future Expansion Premises shall be the Prevailing Market Rent as determined by the Arbitration Determination. If Tenant does not timely request the Arbitration Determination, then the Prevailing Market Rent for the Future Expansion Premises shall be equal to the amount set forth in Landlord’s final full written proposal during the Future Expansion Negotiation Period.

Exercise and Negotiation Period. If Tenant desires Subject to exercise Tenant’s Future Expansion Option, then Tenant shall give notice (“Future Expansion Notice”) to Landlord, not earlier than twenty-four (24) months nor later than twelve (12) months prior to the fifth (5th) anniversary satisfaction of all of the Fixed Rent Commencement Date. If Tenant fails timely RFO Conditions (any of which RFO Conditions Landlord may waive, by written notice to give a Future Expansion NoticeTenant, in Landlord’s sole discretion), Tenant shall have no further an ongoing right of first offer to lease any RFO Premises when such RFO Premises become Available for Lease to Tenant. When Landlord determines that a RFO Premises is Available for Lease to Tenant, Landlord shall give Tenant a written notice (“RFO Notice”) offering to lease such RFO Premises to Tenant. Each RFO Notice shall set forth: (i) the Future Expansion location and size of the RFO Premises, (ii) the Annual Fixed Rent which would be payable by Tenant (which Annual Fixed Rent shall be equal to the Prevailing Market Rent of such RFO Premises), (iii) the estimated commencement date with respect to such RFO Premises pursuant (“Estimated RFO Commencement Date”) which shall not be less than ninety (90) days after the date of such RFO Notice, (iv) the term of the Lease and the estimated expiration date with respect to this Article XXthe RFO Premises, (v) the rent commencement date with respect to such RFO Premises (which shall not be less than one hundred twenty (120) days after the Estimated RFO Commencement Date), (vi) a fair market tenant improvement allowance for the RFO Premises, (vii) the number of Parking Privileges to be provided with respect to the RFO Premises, if any (which shall be no less than the number of Parking Privileges then-being provided to the tenant under the Initial Lease for such RFO Premises), and (viii) any other business terms applicable to the leasing of such RFO Premises. Within Tenant may accept such offer by giving written notice (“RFO Acceptance”) to Landlord on or before the date ten (10) business days of after Landlord gives such RFO Notice to Tenant. Any RFO Acceptance by Tenant must be unconditional, except that Tenant may, in its RFO Acceptance, object to Landlord’s receipt of Tenant’s Future Expansion Notice, Landlord shall provide to Tenant Landlord’s quotation of Annual Fixed Rent (which shall be Landlord’s determination designation of the Prevailing Market Rent for the Future Expansion Premises), the delivery conditions, any tenant improvement allowance, Landlord’s estimate of the commencement date for the Future Expansion such RFO Premises and any other material business terms (collectively, “Landlord’s Future Expansion Rent Quotation”), together with the location of the Future Expansion Premises designated by Landlord. If at the expiration of twenty (20) days after the date when Landlord provides Landlord’s Future Expansion Rent Quotation to Tenant (the “Future Expansion Negotiation Period”), Landlord and Tenant have not reached agreement on a determination of the Prevailing Market Rent for the Future Expansion Premises, then Tenant shall have the right to request an Arbitration Determination of the Prevailing Market Rent for such Future Expansion RFO Premises, which Arbitration Determination shall be made in accordance with Article XVII hereofhereof after a Negotiation Period of five (5) business days. If the RFO Acceptance does not include an objection to Landlord’s designation of the Prevailing Market Rent of such RFO Premises, then Tenant shall conclusively be deemed to have accept such designation. If Tenant timely shall have requested the Arbitration Determination, then the Prevailing Market Rent for the Future Expansion RFO Premises shall be the Prevailing Market Rent as determined by the Arbitration Determination. If Tenant does not fails timely request the Arbitration Determinationgive a RFO Acceptance of such RFO Notice to Landlord, then Tenant shall have no further right to lease the Prevailing Market Rent offered RFO Premises pursuant to this Article XXI until they have been leased to a third party and thereafter become Available for the Future Expansion Premises shall be equal Lease to the amount set forth in Landlord’s final full written proposal during the Future Expansion Negotiation PeriodTenant.

Exercise and Negotiation Period. If Tenant desires to exercise Tenant’s Future Expansion Optionan option to extend the Term, then Tenant shall give notice (“Future Expansion Extension Notice”) to Landlord, not earlier than twenty-four (24) months nor later than twelve eighteen (1218) months prior to the fifth (5th) anniversary expiration of the Fixed Rent Commencement Date. If Tenant fails timely Term of this Lease (as it may have been previously extended) exercising such option to give a Future Expansion Notice, Tenant shall have no further right to lease the Future Expansion Premises pursuant to this Article XXextend. Within ten thirty (1030) business days of after Landlord’s receipt of Tenantthe Extension Notice (but Landlord shall not be required to provide Landlord’s Future Expansion Noticequotation more than twenty-three (23) months prior to the expiration of the Term of this Lease (as it may have been previously extended)), Landlord shall provide to Tenant Landlord’s quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term (“Landlord’s Rent Quotation”) which shall be Landlord’s determination of the Prevailing Market Rent for the Future Expansion Premises), the delivery conditions, any tenant improvement allowance, Landlord’s estimate Applicable Portion of the commencement date Premises (as hereinafter defined) for the Future Expansion Premises and any other material business terms (collectively, “Landlord’s Future Expansion Rent Quotation”), together with the location of the Future Expansion Premises designated by Landlordapplicable Extended Term. If at the expiration of twenty (20) days after the date when Landlord provides Landlord’s Future Expansion Rent Quotation such quotation to Tenant (the “Future Expansion Negotiation Period”), Landlord and Tenant have not reached agreement in writing on a determination of the Prevailing Market an Annual Fixed Rent for the Future Expansion Premisesapplicable Extended Term, then then, by not later than the expiration of the Negotiation Period, Tenant shall have the right to (i) rescind Tenant’s Extension Notice by delivering a notice (a “Rescission Notice”) of such rescission to Landlord, or (ii) make a request to Landlord for an arbitration determination (the “Arbitration Determination Determination”) of the Prevailing Market Rent for such Future Expansion PremisesExtended Term, which Arbitration Determination shall be made in accordance with Article XVII hereofXVII. If Tenant timely shall have requested the Arbitration Determination, then the Prevailing Market Annual Fixed Rent for the Future Expansion Premises such Extended Term shall be the Prevailing Market Rent as determined by the Arbitration Determination. If Tenant timely delivers a Rescission Notice, then the Term of this Lease shall expire (unless sooner terminated in accordance with the terms and conditions hereof) on the then-scheduled Expiration Date and Tenant shall have no further right or option to extend the Term of this Lease. If Tenant does not timely request the Arbitration DeterminationDetermination or deliver a Rescission Notice, then Tenant shall have no further right to rescind the Prevailing Market exercise of the applicable Tenant’s Extension Option, and the Annual Fixed Rent for during the Future Expansion Premises applicable Extended Term shall be equal to the amount set forth in Landlord’s final full written proposal for Annual Fixed Rent during the Future Expansion Negotiation Period.

Exercise and Negotiation Period. If Tenant desires to exercise Tenant’s Future Initial Expansion Option, then Tenant shall give notice (“Future Initial Expansion Notice”) to Landlord, Landlord by not earlier than twenty-four (24) months nor later than twelve (12) months prior to the fifth (5th) anniversary of the Fixed Rent Commencement DateNovember 1, 2020. If Tenant fails timely to give a Future the Initial Expansion Notice, Tenant shall have no further right to lease the Future Initial Expansion Premises pursuant to this Article XXXIX. Within ten (10) business days of after Landlord’s receipt of Tenant’s Future Initial Expansion Notice, Landlord shall provide to Tenant Tenant: Landlord’s quotation of Annual Fixed Rent (which shall be Landlord’s determination of the Prevailing Market Rent for the Future Initial Expansion Premises), the delivery conditionsconditions (which shall be materially the same conditions that Landlord is required to deliver the Prime Premises pursuant to Exhibit 2.1 attached hereto), a fair market tenant improvement allowance for the Initial Expansion Premises, any tenant improvement allowancesecurity deposit, Landlord’s estimate of the commencement date for the Future Initial Expansion Premises, the rent commencement date with respect to such the Initial Expansion Premises (which shall not be less than one hundred twenty (120) days after the commencement date for the Initial Expansion Premises), and any other material business terms (collectively, “Landlord’s Future Initial Expansion Rent Quotation”), together with the location of the Future Expansion Premises designated by Landlord. If at the expiration of twenty (20) business days after the date when Landlord provides Landlord’s Future Initial Expansion Rent Quotation to Tenant (the “Future Initial Expansion Negotiation Period”), Landlord and Tenant have not reached agreement on a determination of the Prevailing Market an Annual Fixed Rent for the Future applicable Initial Expansion PremisesPremises and executed a written instrument reflecting such agreement, then then, by not later than the expiration of the Negotiation Period, Tenant shall have the right to (a) rescind Tenant’s Initial Expansion Notice by delivering a notice (an “Initial Expansion Premises Rescission Notice”) of such rescission to Landlord, or (b) make a request to Landlord for an Arbitration Determination of the Prevailing Market Rent for such Future the Initial Expansion Premises, which Arbitration Determination shall be made in accordance with Article XVII hereofXVII. If Tenant timely shall have requested the Arbitration Determination, then the Prevailing Market Annual Fixed Rent for the Future Initial Expansion Premises shall be the Prevailing Market Rent as determined by the Arbitration Determination. If Tenant timely delivers an Initial Expansion Rescission Notice, then Tenant shall have no further right to lease the Initial Expansion Premises pursuant to this Article XIX. If Tenant does not timely request the Arbitration DeterminationDetermination or deliver an Initial Expansion Premises Rescission Notice, then Tenant shall have no further right to rescind the Prevailing Market exercise of the applicable Tenant’s Initial Expansion Notice and the Annual Fixed Rent for the Future Initial Expansion Premises shall be equal to the amount set forth in Landlord’s final full written proposal during the Future Initial Expansion Negotiation Period.

Exercise and Negotiation Period. If Tenant desires Subject to exercise satisfaction of all of the RFO Conditions (any of which RFO Conditions Landlord may waive, by written notice to Tenant, in Landlord’s Future Expansion Optionsole discretion), then Tenant shall have a one-time right of first offer to lease the RFO Premises when such RFO Premises become Available for Lease to Tenant. When Landlord determines that the RFO Premises is Available for Lease to Tenant, Landlord shall give Tenant a written notice (“Future Expansion NoticeRFO Offer”) offering to lease such RFO Premises to Tenant. Each RFO Offer shall set forth: (i) the location and size of the RFO Premises, (ii) the Annual Fixed Rent which would be payable by Tenant (which Annual Fixed Rent shall be the Prevailing Market Rent of such RFO Premises), (iii) the estimated commencement date with respect to such RFO Premises (“Estimated RFO Commencement Date”), (iv) the term of the Lease and the estimated expiration date with respect to the RFO Premises, and (v) any other material terms applicable to such RFO Offer. Tenant may accept such RFO Offer by giving written notice (“RFO Acceptance”) to Landlord, not earlier than twenty-four Landlord on or before the date fifteen (2415) months nor later than twelve (12) months prior days after Landlord gives such RFO Offer to the fifth (5th) anniversary of the Fixed Rent Commencement DateTenant. If Tenant fails timely to give a Future Expansion NoticeRFO Acceptance of such RFO Offer to Landlord, then Tenant shall have no further right to lease the Future Expansion offered RFO Premises pursuant to this Article XXXXII. Within ten (10) business days of Any RFO Acceptance by Tenant must be unconditional, except that Tenant may, in its RFO Acceptance, object to Landlord’s receipt designation of Tenant’s Future Expansion Notice, Landlord shall provide the Prevailing Market Rent of such RFO Premises. If the RFO Acceptance does not include an objection to Tenant Landlord’s quotation designation of Annual Fixed the Prevailing Market Rent (which of such RFO Premises, then Tenant shall conclusively be deemed to have accept such designation. If Tenant timely shall have objected to Landlord’s determination designation of the Prevailing Market Rent, then Landlord and Tenant shall negotiate in good faith for thirty (30) days following the date of the RFO Acceptance to agree in writing on the Prevailing Market Rent for the Future Expansion RFO Premises), the delivery conditions, any tenant improvement allowance, Landlord’s estimate of the commencement date for the Future Expansion Premises and any other material business terms (collectively, “Landlord’s Future Expansion Rent Quotation”), together with the location of the Future Expansion Premises designated by Landlord. If at the expiration of twenty (20) days after the date when Landlord provides Landlord’s Future Expansion Rent Quotation to Tenant (the “Future Expansion Negotiation Period”), Landlord and Tenant have not reached agreement are unable to agree on a determination of the Prevailing Market Rent for the Future Expansion Premises, then Tenant shall have RFO Premises by the right to request an Arbitration Determination expiration of the Prevailing Market Rent for such Future Expansion Premises, which Arbitration Determination shall be made in accordance with Article XVII hereof. If Tenant timely shall have requested the Arbitration Determinationthirty (30) day period, then the Prevailing Market Rent for the Future Expansion RFO Premises shall be the Prevailing Market Rent as determined by a Broker Determination in accordance with the Arbitration Determination. If Tenant does not timely request the Arbitration Determination, then the Prevailing Market Rent for the Future Expansion Premises shall be equal to the amount procedures set forth in Landlord’s final full written proposal during the Future Expansion Negotiation PeriodSection 3.4(e) hereof.

Exercise and Negotiation Period. If Tenant desires to exercise Tenant’s Future Expansion Optionan option to extend the Term, then Tenant shall give notice (“Future Expansion Extension Notice”) to Landlord, not earlier than twenty-four (24) months nor later than twelve eighteen (1218) months prior to the fifth (5th) anniversary expiration of the Fixed Rent Commencement Datethen Term of this Lease (as it may have been previously extended) exercising such option to extend. If Tenant fails timely to give a Future Expansion Notice, Tenant shall have no further right to lease the Future Expansion Premises pursuant to this Article XX. Within ten (10) business days of Promptly after Landlord’s receipt of Tenant’s Future Expansion the Extension Notice, Landlord shall provide to Tenant Landlord’s quotation to Tenant of a proposed Annual Fixed Rent (which shall be Landlord’s determination of the Prevailing Market Rent for the Future Expansion Premises), the delivery conditions, any tenant improvement allowance, Landlord’s estimate of the commencement date for the Future Expansion Premises and any other material business terms applicable Extended Term (collectively, “Landlord’s Future Expansion Rent Quotation”), together with the location of the Future Expansion Premises designated by Landlord. If at the expiration of twenty thirty (2030) days after the date when Landlord provides Landlord’s Future Expansion Rent Quotation such quotation to Tenant (the “Future Expansion Negotiation Period”), Landlord and Tenant have not reached agreement on a determination of the Prevailing Market an Annual Fixed Rent for such Extended Term and executed a written instrument extending the Future Expansion PremisesTerm of this Lease pursuant to such agreement, then Tenant shall have the right right, for thirty (30) days following the expiration of the Negotiation Period, to make a request an Arbitration Determination to Landlord for a broker determination (the “Broker Determination”) of the Prevailing Market Rent for such Future Expansion PremisesExtended Term, which Arbitration Broker Determination shall be made in accordance with Article XVII hereofthe manner set forth below. If Tenant timely shall have requested the Arbitration Broker Determination, then the Prevailing Market Annual Fixed Rent for the Future Expansion Premises such Extended Term shall be the Prevailing Market Rent as determined by the Arbitration Broker Determination. If Tenant does not timely request the Arbitration Broker Determination, then the Prevailing Market Annual Fixed Rent for during the Future Expansion Premises applicable Extended Term shall be equal to the amount set forth in Landlord’s final full written proposal during the Future Expansion Negotiation PeriodRent Quotation.