Expansion Right. a. Subject to the provisions of this Section 4, Tenant shall have a one-time right to expand (the “Expansion Right”) into the entire Released D2 Premises upon the following terms and conditions. b. Tenant shall have the right to expand into the Released D2 Premises effective November 1, 2020 (the “Expansion Date”) by giving Landlord written notice of Tenant’s exercise of such right (the “Expansion Notice”) no later than June 1, 2020. If Tenant timely delivers the Expansion Notice, Landlord and Tenant shall execute an amendment to the Lease incorporating the Released D2 Premises into the Premises upon the terms contained in the Lease (including without limitation providing for a Base Rent equal to the Base Rent per rsf of the D2 Remaining Premises and a term that is coterminous with the Lease) within ten (10) business days following Landlord’s delivery to Tenant of a form therefor. If Tenant timely delivers an Expansion Notice and executes a mutually agreeable amendment for the Released D2 Premises, Landlord shall deliver full possession of the Released D2 Premises, free of all tenants and occupants, together with Landlord’s Equipment therein at such time, to Tenant on the Expansion Date, which Released D2 Premises shall be in substantially the same condition as they were in on the date of this Amendment, reasonable wear and tear excepted. c. If Tenant fails to timely deliver the Expansion Notice or fails to execute a mutually agreeable amendment for the Released D2 Premises within ten (10) business days of receipt from Landlord, Tenant shall be deemed to have waived its rights with respect to Released D2 Premises and Landlord shall be entitled, but not required, to lease all or any portion of the Released D2 Premises to any party or parties on such terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord determines, all in its sole discretion, and the Expansion Right shall be of no further force or effect. d. Notwithstanding any contrary provision of this Lease, the Expansion Right, and any exercise by Tenant of the Expansion Right shall be void and of no effect unless on the date Tenant timely delivers an Expansion Notice to Landlord and on the commencement date of the amendment for the Released D2 Premises (as applicable): (i) this Lease is in full force and effect, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transferee, Tenant shall not have assigned this Lease and Tenant shall not have a sublease or subleases then in effect for more than fifteen percent (15%) of the square footage of the Premises existing immediately prior to the Expansion Date.
Appears in 3 contracts
Samples: Lease Agreement (Morphic Holding, Inc.), Lease Agreement (Morphic Holding, Inc.), Lease Agreement (Morphic Holding, Inc.)
Expansion Right. a. (a) Subject to the provisions of this Section 45, from and after the date on which the Original Space is re-leased in its entirety (such date, the “ROFO Date”), and provided that as of the date of the ROFO Notice (hereinafter defined) (i) there has been no Event of Default nor an event which, with the passage of time and/or the giving of notice would constitute an Event of Default hereunder, and (ii) Tenant is in occupancy of at least seventy percent (70%) of the Premises, Tenant shall have a one-time right of first offer to expand lease any other rentable areas of the Building (the “Expansion RightROFO Space”) into if, as and when the entire Released D2 Premises same shall become available for lease, upon the following terms and conditionsconditions specified in the ROFO Notice. Tenant’s right of first offer under this Section 5 is further subject to (i) all presently existing extension rights and/or expansion rights of other existing tenants of the Building, and (ii) the extension rights contained in the lease of the Original Space existing as of the ROFO Date. It is understood and agreed that Base Rent for the ROFO Space shall be the fair market rent for the ROFO Space.
b. (b) Promptly after Landlord determines, in its reasonable judgment, that the ROFO Space is available for lease, and all of the preconditions to the right of first offer granted to Tenant in this Section 5 have been met, Landlord shall deliver to Tenant a written notice offering to lease the ROFO Space to Tenant upon the terms and conditions set forth therein (the “ROFO Notice”), which ROFO Notice shall include the location and square footage of the ROFO Space, Landlord’s determination of fair market rent for the ROFO Space, and other terms and conditions applicable thereto. Tenant then shall have ten (10) days after receipt of the ROFO Notice to notify Landlord in writing whether Tenant will exercise its right to lease the ROFO Space upon the terms and conditions described in the ROFO Notice.
(c) If Tenant fails to notify Landlord in writing within such 10-day period that Tenant accepts the offer contained in the ROFO Notice, or if Tenant refuses in writing the offer contained in the ROFO Notice, Landlord shall have the right to expand into lease the Released D2 Premises effective November 1, 2020 (the “Expansion Date”) by giving Landlord written notice of Tenant’s exercise of such right (the “Expansion Notice”) no later than June 1, 2020. If Tenant timely delivers the Expansion Notice, Landlord and Tenant shall execute an amendment to the Lease incorporating the Released D2 Premises into the Premises upon the terms contained in the Lease (including without limitation providing for a Base Rent equal to the Base Rent per rsf of the D2 Remaining Premises and a term that is coterminous with the Lease) within ten (10) business days following Landlord’s delivery to Tenant of a form therefor. If Tenant timely delivers an Expansion Notice and executes a mutually agreeable amendment for the Released D2 Premises, Landlord shall deliver full possession of the Released D2 Premises, free of all tenants and occupants, together with Landlord’s Equipment therein at such time, to Tenant on the Expansion Date, which Released D2 Premises shall be in substantially the same condition as they were in on the date of this Amendment, reasonable wear and tear excepted.
c. If Tenant fails to timely deliver the Expansion Notice or fails to execute a mutually agreeable amendment for the Released D2 Premises within ten (10) business days of receipt from Landlord, Tenant shall be deemed to have waived its rights with respect to Released D2 Premises and Landlord shall be entitled, but not required, to lease all or any portion of the Released D2 Premises ROFO Space to any third party or parties tenant on such whatever terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as conditions Landlord determines, all may decide in its sole discretion; provided, however, that before Landlord offers such ROFO Space to any third party tenant at a net effective rent (defined below) that is more than ten percent (10%) lower than the net effective rent set forth in the ROFO Notice, Landlord shall first re-offer such ROFO Space to Tenant at such lower net effective rent in accordance with the terms of this Section 5. As used herein, the term “net effective rent” shall mean the net present value of the rent, additional rent, and other charges that would be payable to Landlord under the Expansion Right shall be terms of no further force or effect.
d. Notwithstanding any contrary provision of this Lease, the Expansion Right, proposed lease for and any exercise by Tenant with respect to that portion of the Expansion Right shall be void and term of no effect unless on the date Tenant timely delivers an Expansion Notice proposed lease equal to Landlord and on the period from the commencement date of such proposed lease through the amendment for the Released D2 Premises (as applicable): (i) this Lease is in full force and effect, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transferee, Tenant shall not have assigned this Lease and Tenant shall not have a sublease or subleases then in effect for more than fifteen percent (15%) last day of the square footage Extension Period, taking into account any construction allowance, the cost of the Premises existing immediately prior any leasehold improvements proposed to the Expansion Datebe performed by Landlord, any free rent, and any other monetary inducements payable by Landlord under such proposed lease.
Appears in 2 contracts
Samples: Lease (Quanterix Corp), Lease (Quanterix Corp)
Expansion Right. a. Subject to the provisions terms of this Section 410.4, except during the final eighteen (18) months of the Term of this Lease, Tenant shall have a one-time right the following rights to expand lease space in the Expansion Building (the “"Expansion Right”Space").
(a) Tenant's Preconstruction Expansion Option. Before construction of the Expansion Building is commenced and before Landlord shall enter into any binding arrangement with any third party to lease all or part of the entire Released D2 Premises upon Expansion Building, Landlord shall provide Tenant a notice (the following "Preconstruction Expansion Notice") setting forth the terms and conditions.
b. conditions under which Landlord would be willing to lease space to Tenant ("Tenant's Preconstruction Expansion Option"). Within thirty (30) days after Landlord's notice, Tenant shall have inform Landlord whether it elects to lease space in the right Expansion Building according to expand into the Released D2 Premises effective November 1, 2020 (terms set forth in the “Expansion Date”) by giving Landlord written notice of Tenant’s exercise of such right (the “Preconstruction Expansion Notice”) no later than June 1, 2020. If Tenant timely delivers the Expansion Notice, does not so inform Landlord and Tenant shall execute an amendment to the Lease incorporating the Released D2 Premises into the Premises upon the terms contained in the Lease within such thirty (including without limitation providing for a Base Rent equal to the Base Rent per rsf of the D2 Remaining Premises and a term that is coterminous with the Lease30) within ten (10) business days following Landlord’s delivery to Tenant of a form therefor. If Tenant timely delivers an Expansion Notice and executes a mutually agreeable amendment for the Released D2 Premises, Landlord shall deliver full possession of the Released D2 Premises, free of all tenants and occupants, together with Landlord’s Equipment therein at such time, to Tenant on the Expansion Date, which Released D2 Premises shall be in substantially the same condition as they were in on the date of this Amendment, reasonable wear and tear excepted.
c. If Tenant fails to timely deliver the Expansion Notice or fails to execute a mutually agreeable amendment for the Released D2 Premises within ten (10) business days of receipt from Landlordday period, Tenant shall be deemed to have waived elected not to lease such space in the Expansion Building. If Tenant so elects, Landlord shall offer the space to Tenant on the terms described in the Preconstruction Expansion Notice, except that Tenant shall have the right to specify that the term of its rights lease for the space in the Expansion Building shall be coterminous with the Term for its space in the Building (including any Extension Term), provided, that, the term of its lease for space in the Expansion Building shall in no event be less than five (5) years. If Tenant does not so elect, or is deemed not to have so elected, Landlord shall be free to enter into a lease with any other party for a rent with an effective value not less than 95% of the effective value of the rent in the Preconstruction Expansion Notice, which amount shall be determined based on the rental rate, rent escalations, tenant incentives and other concessions; provided, however, Landlord shall not be free to enter into a lease with any other party for rent with an effective value less than 95% of the effective value of the rent in the Preconstruction Expansion Notice without providing Tenant another Preconstruction Expansion Notice as provided above. The provisions of this Section 10.4(a) shall apply to all lease arrangements that Landlord enters into with respect to Released D2 Premises and the Expansion Building prior to commencement of construction thereof. In the event Landlord shall be entitleddoes not commence construction of the Expansion Building within two (2) years of the date Tenant does not elect, but or is deemed not requiredto have elected, to lease all or any portion space in the Expansion Building according to the terms set forth in the Preconstruction Expansion Notice, and Landlord continues to desire to construct the Expansion Building, Landlord shall, except during the final eighteen (18) months of the Released D2 Premises Term of this Lease (as the same may have been extended), provide to any party or Tenant another Preconstruction Expansion Notice as provided above, which notice shall be subject to the rights of third parties on such terms and conditions, including, without limitation, options who have previously agreed to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord determines, all space in its sole discretion, and the Expansion Right shall be of no further force or effectBuilding.
d. Notwithstanding any contrary provision of this Lease, the Expansion Right, and any exercise by Tenant of the Expansion Right shall be void and of no effect unless on the date Tenant timely delivers an Expansion Notice to Landlord and on the commencement date of the amendment for the Released D2 Premises (as applicable): (i) this Lease is in full force and effect, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transferee, Tenant shall not have assigned this Lease and Tenant shall not have a sublease or subleases then in effect for more than fifteen percent (15%) of the square footage of the Premises existing immediately prior to the Expansion Date.
Appears in 2 contracts
Expansion Right. a. Subject to Commencing on the provisions of this Section 4Rent Commencement Date and continuing through the date that is 12 months after the Rent Commencement Date (“Expansion Right Expiration Date”), if and for so long as the Expansion Space is available for lease, Tenant shall have a one-time right the right, but not the obligation, to elect to expand (the “Direct Expansion Right”) into the entire Released D2 Premises upon to include all and not less than all of the following terms and conditions.
b. Tenant shall have Expansion Space by delivery of written notice to Landlord of its election to exercise the right to expand into the Released D2 Premises effective November 1, 2020 Direct Expansion Right (the “Expansion Date”) by giving Landlord written notice of Tenant’s exercise of such right (the “Expansion Exercise Notice”) no later than June 1, 2020” ). If Tenant timely delivers elects to lease the Expansion Notice, Landlord and Tenant shall execute an amendment Space by timely delivering a Expansion Exercise Notice to the Lease incorporating the Released D2 Premises into the Premises upon the terms contained in the Lease (including without limitation providing for a Base Rent equal to the Base Rent per rsf of the D2 Remaining Premises and a term that is coterminous with the Lease) within ten (10) business days following Landlord’s delivery to Tenant of a form therefor. If Tenant timely delivers an Expansion Notice and executes a mutually agreeable amendment for the Released D2 Premises, Landlord shall deliver full possession of the Released D2 Premises, free of all tenants and occupants, together with Landlord’s Equipment therein at such time, to Tenant on the Expansion Date, which Released D2 Premises shall be in substantially the same condition as they were in on the date of this Amendment, reasonable wear and tear excepted.
c. If Tenant fails to timely deliver the Expansion Notice or fails to execute a mutually agreeable amendment for the Released D2 Premises within ten (10) business days of receipt from Landlord, Tenant shall be deemed to agree to lease the Expansion Space on the same terms and conditions as this Lease, except that (i) the amount of the Security Deposit shall be proportionately increased, (ii) the definition of Premises shall be amended to include the Expansion Space, (iii) the Base Rent payable for the Expansion Space shall be equal to the per square foot amount of Base Rent then payable for the Premises, which shall be subject to adjustment pursuant to Section 4, (iv) Tenant’s Share of Operating Expenses shall be proportionately increased based upon the addition of the Expansion Space to the Premises, (v) Tenant shall accept the Expansion Space in its “as is” condition as of the expiration or earlier termination of any then existing lease affecting the Expansion Space, (vi) Landlord shall provide the same per square foot TI Allowance as was provided for the Premises as a tenant improvement allowance for the Expansion Space but ratably reduced based on the length of the remaining Base Term after the Expansion Space is delivered to Tenant for the construction of tenant improvements within the Expansion Space of a fixed and permanent nature desired by Tenant and approved by Landlord, which tenant improvements shall be constructed by Tenant pursuant to the terms of a work letter reasonably acceptable to Landlord and Tenant, (vii) the Base Term of the Lease shall commence with respect to the Expansion Space and Tenant shall commence paying Base Rent and Operating Expenses on the date that is 6 months after the Expansion Exercise Notice, and (viii) the Early Termination Payment (as defined in Section 41 below) shall be increased by $750,000 to $1,500,000 (collectively, the Expansion Right Terms”). Tenant’s failure to timely deliver an Expansion Exercise Notice to Landlord shall be deemed to be an election by Tenant not to exercise Tenant’s Direct Expansion Right pursuant to this Section 39(b) with respect to the Expansion Space, in which case Tenant shall be deemed to have forever waived its rights with respect to Released D2 Premises under this Section 39(b) and Landlord shall be entitled, but not required, to lease all or any portion of the Released D2 Premises to any party or parties on such terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord determines, all in its sole discretion, and the Expansion Right this Section 39(b) shall be of no further force or effect.
d. . Notwithstanding any anything to the contrary provision of contained in this LeaseSection 39(b), Tenant acknowledges and agrees that (x) Landlord is under no obligation to keep the Expansion Space vacant from the date hereof until the Expansion Right Expiration Date and, prior to Tenant’s election to exercise its Direct Expansion Right, Landlord is free to lease the Expansion Space at any time to any party and on any exercise by Tenant of terms and conditions acceptable to Landlord in its sole and absolute discretion, and (y) if Landlord leases the Expansion Space to any other party, Tenant’s Direct Expansion Right shall be void and of no effect unless on the date Tenant timely delivers an Expansion Notice to Landlord and on the commencement date of the amendment for the Released D2 Premises (as applicable): (i) this Lease is in full force and effect, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transferee, Tenant shall not have assigned this Lease immediately terminate and Tenant shall not have a sublease or subleases then in effect for more than fifteen percent (15%) of the square footage of the Premises existing immediately prior no further to the exercise its Direct Expansion DateRight.
Appears in 2 contracts
Samples: Lease Agreement, Lease Agreement (Ligand Pharmaceuticals Inc)
Expansion Right. a. Subject to So long as there are at least three (3) years remaining on the provisions Term of this Section 4Lease (as extended), Tenant shall have a one-time an ongoing right to expand of first offer (the “Expansion RightRight of First Offer”) into to lease adjacent space (“Offer Space” as indicated in Exhibit F herein) to the entire Released D2 Premises upon subject to the following terms and conditions.
b. conditions at the time Tenant shall have exercises the right to expand into the Released D2 Premises effective November 1, 2020 (the “Expansion Date”Right of First Offer: a) by giving Landlord written notice of Tenant’s exercise of such right (the “Expansion Notice”) no later than June 1, 2020. If Tenant timely delivers the Expansion Notice, Landlord and Tenant shall execute an amendment to the Lease incorporating the Released D2 Premises into the Premises upon the terms contained in the Lease (including without limitation providing for a Base Rent equal to the Base Rent per rsf of the D2 Remaining Premises and a term that is coterminous with the Lease) within ten (10) business days following Landlord’s delivery to Tenant of a form therefor. If Tenant timely delivers an Expansion Notice and executes a mutually agreeable amendment for the Released D2 Premises, Landlord shall deliver full possession of the Released D2 Premises, free of all tenants and occupants, together with Landlord’s Equipment therein at such time, to Tenant on the Expansion Date, which Released D2 Premises shall must be in substantially the same condition as they were in on the date of this Amendment, reasonable wear and tear excepted.
c. If Tenant fails to timely deliver the Expansion Notice or fails to execute a mutually agreeable amendment for the Released D2 Premises within ten (10) business days of receipt from Landlord, Tenant shall be deemed to have waived its rights with respect to Released D2 Premises and Landlord shall be entitled, but not required, to lease all or any portion of the Released D2 Premises to any party or parties on such terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord determines, all in its sole discretion, and the Expansion Right shall be of no further force or effect.
d. Notwithstanding any contrary provision of this Lease, the Expansion Right, and any exercise by Tenant of the Expansion Right shall be void and of no effect unless on the date Tenant timely delivers an Expansion Notice to Landlord and on the commencement date of the amendment for the Released D2 Premises (as applicable): (i) this Lease is in full force and effect, (iib) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transferee, Tenant shall not have assigned be in default under the Lease beyond any applicable cure periods; nor shall Tenant be in default under the Lease at the Commencement Date for the Offer Space (defined below) beyond any applicable cure periods, and c) Tenant’s then current financial condition meets the financial criteria reasonably acceptable to Landlord. Subject to the other terms of this Section and notwithstanding any prior election or non-election of Offer Space by Tenant, after any part of the Offer Space has or will “become available” for leasing by the Landlord (defined below), Landlord shall not, during the Term of this Lease or any renewal or extension thereof, lease to another tenant that available portion of the Offer Space (“Available Offer Space”) without first offering Tenant the right to lease such Available Offer Space, such space to be offered at the same Base Rent and Additional Rent as Tenant’s then existing space and in a turnkey finished condition substantially consistent with the Premises at Landlord’s sole cost and expense. Space shall deemed to “become available” when the lease for any current tenant of all or a portion of the Offer Space expires or is otherwise terminated. Notwithstanding this, Offer Space shall not be deemed to “become available” if the space is i) assigned or subleased by the current tenant of the space, or ii) re-let by the current tenant of the space by renewal, extension, or renegotiation. Consistent with this, Landlord shall not lease any such Available Offer Space to another tenant unless and until Landlord has first offered the Available Offer Space to Tenant in writing (the “First Offer Leasing Notice”) and Tenant either rejects such offer or a period of thirty (30) days has elapsed from the date that Tenant has received the First Offer Leasing Notice without Tenant having notified Landlord in writing of its acceptance of such First Offer Leasing Notice and supplied Landlord with current financial statements that satisfy Landlord of Tenant’s current financial condition meets the financial criteria reasonably acceptable to Landlord. If Tenant timely delivers to Landlord, in accordance with the conditions of this Section, written notice of tenants exercise of the Right of First Offer for all of the Available Offer Space (along with Tenant’s financial statements) and Landlord determines that Tenant meets all of the conditions provided in this Section, then the Available Offer Space shall be deemed added to the Premises and subject to the terms and conditions in the Lease, with the exception of those Lease modifications set forth in subsection (a) below.
(a) If Tenant leases the Available Offer Space pursuant to the terms of this Section, all the obligations, terms, and conditions under the Lease shall also apply to the Available Offer Space except that:
a. The Commencement Date for the Lease for the Available Offer Space (“the Commencement Date for the Available Offer Space”) shall be the day the Available Offer Space is delivered to the Tenant in a condition consistent with the requirements contained herein;
b. As of the Commencement Date for the Available Offer Space, Tenant’s Pro Rata Share shall be increased to an amount computed to reflect the addition of such Available Offer Space; and
c. As of the Commencement Date for the Available Offer Space, the Base Rent shall be increased to reflect the additional space which shall be offered at the same rent per Rentable Area as Tenant’s original space (as adjusted by Section 4.2 and Section 18.18, if applicable). If Tenant declines or fails to duly and timely exercise its Right of First Offer or fails to meet all of the conditions provided in this Section, Landlord shall thereafter be free to lease the Available Offer Space in portions or in its entirety to any third-party tenant at any time without regard to the restrictions in this Section and on whatever terms and conditions Landlord may decide in its sole discretion. Within thirty (30) days after the Commencement Date for the Available Offer Space, Landlord and Tenant shall not have confirm the following in a sublease or subleases then in effect written amendment to the Lease:
a. The Commencement Date for more than fifteen percent (15%) the Available Offer Space;
b. The location and size of the square footage of the Premises existing immediately prior Available Offer Space that was leased by Tenant with an exhibit annexed showing that space crosshatched;
c. The new Base Rent to the Expansion Date.be paid by Tenant; and
Appears in 2 contracts
Samples: Lease Agreement, Lease Agreement (Sonic Foundry Inc)
Expansion Right. a. Subject to the provisions of this Section 4, (a) Tenant shall have a one-time right to expand option (the “Expansion RightOption”) into to lease the entire Released D2 Premises remainder of the rentable square footage in the Building which shall constitute the remainder of the first (1st) floor, containing an agreed upon the following terms and conditions.
b. Tenant shall have the right to expand into the Released D2 Premises effective November 1, 2020 25,600 square feet of Rentable Area (the “Phase II Premises”), and the second (2nd) floor containing an agreed upon 28,801 square feet of Rentable Area (the “Phase III Premises”), upon the terms and conditions contained in this Section 4. The Phase II Premises and the Phase III Premises shall collectively be referred to herein as the “Expansion DatePremises.”
(b) by giving In order to exercise the Expansion Option, Tenant must deliver to Landlord irrevocable written notice of Tenant’s exercise of such right (the “Expansion Notice”) prior to July 1, 2016; provided, however, in the event Tenant has delivered to Landlord written notice prior to July 1, 2016 that Tenant did not meet the Primary Endpoint as specified in the statistical analysis plan for the clinical Phase 2B Trial protocol ADU-CL-04 for Efficacy of Combination Listeria/GVAX Immunotherapy in the Pancreatic Cancer Setting (ECLIPSE), then an Expansion Notice may be delivered to Landlord any time prior to September 1, 2016. Any notice delivered pursuant to this Section 4 must be given as provided in Article 24 of the Lease. In the event Tenant validly exercises the Expansion Option, then all terms and conditions of the Lease respecting the Premises (including the Lease Term) shall be applicable to the Expansion Premises, subject to the following:
(i) Landlord shall deliver possession of the Phase II Premises and the Phase III Premises upon delivery of the Expansion Notice, following which Tenant shall be subject to all of the terms, covenants and conditions of this Lease respecting the Phase II Premises and the Phase III Premises, except as otherwise expressly provided herein.
(ii) The Lease Term respecting the Phase II Premises shall commence upon the date which is the earlier to occur of: (i) the January 1, 2017, or (ii) the date Tenant first occupies all or part of the Phase II Premises to conduct its business (the “Phase II Commencement Date”). The Monthly Base Rent respecting the Phase II Premises shall commence on the date which is ninety (90) days following the Phase II Commencement Date and shall be determined, from time-to-time, in accordance with the terms of Section 1.1(8) of the Lease.
(iii) The Lease Term respecting the Phase III Premises shall commence upon the date which is the earlier to occur of: (i) the January 1, 2018, or (ii) the date Tenant first occupies all or part of the Phase III Premises to conduct its business (the “Phase III Commencement Date”). The Monthly Base Rent respecting the Phase III Premises shall commence on the date which is sixty (60) days following the Phase III Commencement Date and shall be determined, from time-to-time, in accordance with the terms of Section 1.1(8) of the Lease.
(iv) Tenant’s Share with respect to (i) Taxes and (ii) Operating Expenses relating to insurance maintained by Landlord shall be adjusted 100% effective upon the delivery of the Expansion Notice (no earlier than July 1, 2016). Tenant’s Share with respect to Operating Expenses other than those relating to insurance maintained by Landlord shall be 51% (subject to any adjustment to the Rentable Area in accordance with Section 2.1(b)) until the Phase II Commencement Date, adjusted to 74% (subject to any adjustment to the Rentable Area in accordance with Section 2.1(b)) as of the Phase II Commencement Date, and adjusted to 100% on the Phase III Commencement Date.
(v) Within five (5) days following delivery of the Expansion Notice Tenant shall deliver additional Cash Deposit, an amendment to the existing Letter of Credit, or a replacement letter of credit in the new amount that otherwise complies with all other applicable requirements specified in the Lease in order to increase the aggregate Security Deposit Value to an amount equal to XXXXX.
(vi) Landlord will make available to Tenant a Tenant Improvement Allowance respecting the Phase III Premises in an amount up to Eighty-Five Dollars (XXXX) for each square foot of Rentable Area of the Phase III Premises, which shall be utilized by Tenant for the construction of Tenant Improvements to the Phase III Premises pursuant to and in accordance with the provisions of Exhibit B to the Lease, provided that Tenant must complete all Tenant Improvements and have submitted Payment Request Supporting Documentation (defined below) for such work no later than June 1March 31, 2020. If 2018 in order to be entitled to receive the Tenant timely delivers Improvement Allowance for such work.
(vii) Within thirty (30) days following each of the Expansion NoticePhase II Commencement Date and Phase III Commencement Date, Landlord and Tenant shall execute enter into an amendment to the Lease incorporating the Released D2 Premises into the Premises upon the terms contained agreement (in the Lease (including without limitation providing for a Base Rent equal to form attached as Rider 1) confirming the Base Rent per rsf of the D2 Remaining Premises and a term that is coterminous with the Lease) within ten (10) business days following Landlord’s delivery to Tenant of a form therefor. If Tenant timely delivers an Expansion Notice and executes a mutually agreeable amendment for the Released D2 Premises, Landlord shall deliver full possession of the Released D2 Premises, free of all tenants and occupants, together with Landlord’s Equipment therein at such time, to Tenant on the Expansion Phase II Commencement Date or Phase III Commencement Date, which Released D2 Premises shall be in substantially the same condition as they were in on the date of this Amendment, reasonable wear and tear excepted.
c. applicable. If Tenant fails to timely deliver enter into such agreement, then the Expansion Notice or fails to execute a mutually agreeable amendment for the Released D2 Premises within ten (10) business days of receipt from Landlord, Tenant applicable date shall be deemed to have waived its rights with respect to Released D2 Premises and as designated by Landlord shall be entitled, but not required, to lease all or any portion of the Released D2 Premises to any party or parties on in such terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord determines, all in its sole discretion, and the Expansion Right shall be of no further force or effectagreement.
d. Notwithstanding any contrary provision of this Lease, the Expansion Right, and any exercise by Tenant of the Expansion Right shall be void and of no effect unless on the date Tenant timely delivers an Expansion Notice to Landlord and on the commencement date of the amendment for the Released D2 Premises (as applicable): (i) this Lease is in full force and effect, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transferee, Tenant shall not have assigned this Lease and Tenant shall not have a sublease or subleases then in effect for more than fifteen percent (15%) of the square footage of the Premises existing immediately prior to the Expansion Date.
Appears in 2 contracts
Samples: Sub Sublease (Carmot Therapeutics Inc.), Sub Sublease (Carmot Therapeutics Inc.)
Expansion Right. a. Subject Provided (i) no Tenant default has occurred and is continuing hereunder, beyond any applicable notice and cure periods (ii) Tenant has not assigned this Lease nor sublet all or any portion of the Leased Premises, (iii) Tenant is occupying the Leased Premises in accordance with the terms of this Lease, (iv) the Refusal Space is then unoccupied and not subject to the provisions terms of this Section 4, a lease and (v) Tenant shall have a one-time has not waived its right to expand (the “Expansion Right”) into Refusal Space, which it shall be deemed to have waived by waiving Tenant’s Right of First Refusal as provided in Section 16.21 of the entire Released D2 Premises upon the following terms and conditions.
b. Lease, Tenant shall have the right to expand into the Released D2 Leased Premises effective November 1to include the Refusal Space at any time after May 22, 2020 2015. In the event Tenant desires to lease the Refusal Space pursuant to this Section 6, Tenant must deliver five (the “Expansion Date”5) by giving Landlord months prior written notice to Landlord of Tenant’s exercise of its desire to lease the Refusal Space. In such right (the “Expansion Notice”) no later than June 1, 2020. If Tenant timely delivers the Expansion Noticeevent, Landlord and Tenant shall execute an enter into a lease amendment which shall contain the following terms:
(a) the Leased Premises shall be expanded to include the Refusal Space; (b) the Lease incorporating the Released D2 Premises into the Premises upon the terms contained in Term shall be extended such that the Lease (including without limitation providing for a Base Rent equal to Term shall expire on the Base Rent per rsf last day of the D2 Remaining month following five (5) years from the rent commencement date for the Refusal Space; (c) Tenant’s Proportionate Share shall be increased to six and one tenth percent (6.10%); (d) the rent for the Refusal Space shall be the same rent per square foot as it then is for the Leased Premises and a term that is coterminous shall increase annually by two and one half percent (2.5%) consistent with the Leasescheduled dates for rent escalations as provided herein; (e) within ten the rent commencement date for the Refusal Space shall be five (105) business days months following Landlord’s delivery to Tenant execution of a form therefor. If Tenant timely delivers an Expansion Notice and executes a mutually agreeable the amendment for the Released D2 Premises, Refusal Space; (f) Landlord shall deliver full possession of the Released D2 Premises, free of all tenants and occupants, together with Landlord’s Equipment therein at such time, Refusal Space to Tenant on the Expansion Datein its as is where is condition; and (g) Landlord shall provide Tenant with a tenant improvement allowance equal to $30.00 per rentable square foot of Refusal Space, which Released D2 Premises and such tenant improvement allowance shall be paid to Tenant consistent with Exhibit A attached hereto. In the event that Tenant exercises its expansion right provided in substantially the same condition as they were in on the date of this Amendment, reasonable wear and tear excepted.
c. If Tenant fails to timely deliver the Expansion Notice or fails to execute a mutually agreeable amendment for the Released D2 Premises within ten (10) business days of receipt from LandlordSection 6, Tenant shall be deemed to have waived its rights with respect to Released D2 Premises and Landlord shall be entitled, but not required, to lease all or any portion of the Released D2 Premises to any party or parties on such terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord determines, all renewal option provided in its sole discretion, and the Expansion Right shall be of no further force or effectSection 4 herein.
d. Notwithstanding any contrary provision of this Lease, the Expansion Right, and any exercise by Tenant of the Expansion Right shall be void and of no effect unless on the date Tenant timely delivers an Expansion Notice to Landlord and on the commencement date of the amendment for the Released D2 Premises (as applicable): (i) this Lease is in full force and effect, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transferee, Tenant shall not have assigned this Lease and Tenant shall not have a sublease or subleases then in effect for more than fifteen percent (15%) of the square footage of the Premises existing immediately prior to the Expansion Date.
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Expansion Right. a. Subject to the provisions (a) Provided that Tenant is not then in default of this Section 4Lease and an Event of Default has not occurred within the twelve (12) months prior to Tenant’s exercise of this expansion right, Tenant shall have a one-time right the right, at Tenant’s sole cost and expense, to expand (the Building in a manner consistent with the expansion premises depicted on Exhibit “Expansion RightD-6”) into the entire Released D2 Premises upon the following terms and conditions.
b. Tenant shall have the right to expand into the Released D2 Premises effective November 1, 2020 (the “Expansion Date”) by giving Landlord written notice of Tenant’s exercise of such right (the “Expansion Notice”) no later than June 1, 2020. If Tenant timely delivers desires to expand the Expansion NoticeBuilding, Tenant shall notify Landlord thereof in writing, and Landlord and Tenant shall execute an amendment meet to discuss the expansion and the possibility of Landlord’s involvement therein. Landlord shall have the right, but not the obligation, to construct the expansion, to manage or otherwise oversee such construction, and/or to provide financing to Tenant for such construction, all on terms mutually acceptable to the Lease incorporating parties. If Landlord declines to provide any of the Released D2 Premises into the Premises upon the terms contained services described in the Lease preceding sentence, Tenant shall be free to engage its own professionals and arrange its own financing, subject to Subparagraph (b) below, with respect to the services that Landlord has declined to provide.
(b) The design and construction of the expansion shall be subject to Landlord’s approval and shall be undertaken in accordance with the provisions of Exhibit “D” relating to the Tenant Finish Work, including the methods for the development and approval of final construction documents and the selection of contractors, architects and other professionals. The expansion shall be constructed with new materials, in a good and workmanlike manner, and in compliance with all Laws and the plans and specifications delivered to and approved by Landlord. To the extent the proposed expansion (i) has the same footprint as identified on Exhibit “D-2”, (ii) has the same floor plan as identified on Exhibit “D-6” (iii) has similar bay sizing, interior clear height and exterior cladding as the original Building, (iv) includes an acceptable (as determined by Landlord) number of 9 foot by 10 foot knock-out panels, (v) has the same structural characteristics as the primary Building, and (vi) provides for footings along the western wall capable of supporting 4 foot high dock loading, Landlord’s approval shall not be unreasonably withheld, conditioned or delay. Tenant shall reimburse Landlord for any reasonable out-of-pocket expenses incurred by Landlord in connection with any review of Tenant's plans and specifications by architects, engineers or other professional consultants retained by Landlord. Tenant shall, prior to commencing any expansion, provide Landlord with evidence reasonably satisfactory to Landlord of Tenant's ability to pay for the expansion. The landscaping, core and shell portions of the improvements constructed as part of the expansion shall, once completed, be treated as part of the Base Building Work and shall belong to Landlord. The remaining portions of such improvements, once completed, shall be treated as part of the Tenant Improvements and shall belong to Tenant for the Term of this Lease. Unless otherwise agreed in writing by the parties (as, for example, where Landlord agrees to provide financing to Tenant for the expansion or agrees to undertake the construction of the expansion) there shall be no increase in the Minimum Annual Rent resulting from Tenant’s expansion of the Building. Landlord and Tenant agree that the expansion work (including without limitation providing erection, construction and/or alteration), if Tenant exercises its expansion right, is a permissive improvement requested by and for a Base Rent equal to the Base Rent per rsf immediate use and benefit of Tenant, not Landlord, irrespective of legal ownership of the D2 Remaining Premises and a term that is coterminous with the Lease) within ten (10) business days following Landlord’s delivery to Tenant of a form therefor. If Tenant timely delivers an Expansion Notice and executes a mutually agreeable amendment for the Released D2 Premises, Landlord shall deliver full possession of the Released D2 Premises, free of all tenants and occupants, together with Landlord’s Equipment therein at such time, to Tenant on the Expansion Date, which Released D2 Premises shall be in substantially the same condition as they were in on the date of this Amendment, reasonable wear and tear exceptedcompleted work.
c. If Tenant fails (c) The expansion right set forth in this Section 32 is personal to timely deliver the Expansion Notice or fails to execute a mutually agreeable amendment for the Released D2 Premises within ten (10) business days Tasty Baking Company and shall not survive any Transfer of receipt from Landlord, Tenant shall be deemed to have waived its rights with respect to Released D2 Premises and Landlord shall be entitled, but not required, to lease all or any portion part of the Released D2 Premises Tasty Baking Company’s interest in this Lease except to any party or parties on such terms and conditions, including, without limitation, options to extend the term an Affiliate of such lease and/or expand the premises under such leaseTasty Baking Company, and for upon any such rent as Landlord determines, all in its sole discretion, and the Expansion Right non-Affiliate Transfer this expansion right shall be of no further force or effectbecome void.
d. Notwithstanding any contrary provision of this Lease, the Expansion Right, and any exercise by Tenant of the Expansion Right shall be void and of no effect unless on the date Tenant timely delivers an Expansion Notice to Landlord and on the commencement date of the amendment for the Released D2 Premises (as applicable): (i) this Lease is in full force and effect, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transferee, Tenant shall not have assigned this Lease and Tenant shall not have a sublease or subleases then in effect for more than fifteen percent (15%) of the square footage of the Premises existing immediately prior to the Expansion Date.
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Expansion Right. a. Subject to During the provisions first two (2) years of this Section 4the Term, Tenant shall have a one-time right to expand (the “Expansion Right”) into the entire Released D2 Premises upon the following terms and conditions.
b. Tenant shall have the right to expand into lease one, two or three full floors of the Released D2 Premises effective November 1“Expansion Space”, 2020 as defined below, by delivering written notice to Landlord (the “Expansion DateExercise Notice”) by giving Landlord written notice ), which Expansion Exercise Notice shall set forth those portions of the Expansion Space that Tenant desires to Lease (which shall be in full contiguous floor increments, and contiguous with the Premises). As used herein, the term “Expansion Space” shall mean all of the rentable area on the 6th, 7th and 8th floors of the Building. Upon Tenant’s exercise delivery to Landlord of such right (the “Expansion Notice”) no later than June 1, 2020. If Tenant timely delivers the Expansion Exercise Notice, Landlord and Tenant shall execute an amendment promptly design and mutually approve improvements to be constructed in the applicable Expansion Space, which improvements shall be substantially similar to those constructed on the 9th floor of the Premises. The terms of Section 2 of the Tenant Work Letter shall apply to such design. Following the mutual approval of the Construction Documents applicable to the Lease incorporating the Released D2 Premises into the Premises upon the terms contained Expansion Space, Landlord shall construct improvements in the Lease Expansion Space in accordance with such Construction Documents and the applicable provisions of the Tenant Work Letter. The cost of such construction shall be borne by Tenant, provided that Landlord shall grant Tenant an improvement allowance with respect thereto (including without limitation providing for a Base Rent the “Expansion Allowance”) in an amount equal to the Base Rent product of (i) $42.00 per rsf rentable square foot of the D2 Remaining Premises applicable Expansion Space, and (ii) a term fraction, the numerator of which is the remaining number of months in the Term as of the date of Tenant’s delivery of the Expansion Exercise Notice, and the denominator of which is 96 (provided that is coterminous in no event shall the Expansion Allowance be less than $35.00 per rentable square foot of the applicable Expansion Space). Any amounts owed by Tenant in connection with the Leaseconstruction of improvements in the Expansion Space (i.e., those amounts in excess of the Expansion Allowance) shall be paid by Tenant to Landlord within ten thirty (1030) business days following Landlord’s delivery after invoice. The applicable portion of the Expansion Space shall be added to Tenant of a form thereforthe Premises on the terms set forth in this Section 2. If Tenant timely delivers an Expansion Notice and executes a mutually agreeable amendment for the Released D2 Premises, Landlord shall deliver full possession the Expansion Space to Tenant promptly following the substantial completion of the Released D2 Premises, free of all tenants and occupants, together with Landlord’s Equipment therein at such time, to Tenant on the Expansion Date, which Released D2 Premises shall be in substantially the same condition as they were in on the date of this Amendment, reasonable wear and tear exceptedimprovements therein.
c. If Tenant fails to timely deliver the Expansion Notice or fails to execute a mutually agreeable amendment for the Released D2 Premises within ten (10) business days of receipt from Landlord, Tenant shall be deemed to have waived its rights with respect to Released D2 Premises and Landlord shall be entitled, but not required, to lease all or any portion of the Released D2 Premises to any party or parties on such terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord determines, all in its sole discretion, and the Expansion Right shall be of no further force or effect.
d. Notwithstanding any contrary provision of this Lease, the Expansion Right, and any exercise by Tenant of the Expansion Right shall be void and of no effect unless on the date Tenant timely delivers an Expansion Notice to Landlord and on the commencement date of the amendment for the Released D2 Premises (as applicable): (i) this Lease is in full force and effect, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transferee, Tenant shall not have assigned this Lease and Tenant shall not have a sublease or subleases then in effect for more than fifteen percent (15%) of the square footage of the Premises existing immediately prior to the Expansion Date.
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Expansion Right. a. Subject Notwithstanding any change in ownership of Building 2 or Building 3, provided (a) Tenant is not in default beyond any applicable grace period under any of the terms and conditions of the Building 3 Lease at the time it elects to exercise its rights hereunder or, at Landlord’s option, at the time of the delivery of the Expansion Space (as defined below), and (b) the Tenant originally named in the Building 3 Lease (or a Permitted Transferee) continues to occupy and operate in not less than 40,348 rentable square feet of the Building 3 Premises (excluding the Basement Space), then, subject to the provisions terms and conditions of this Section 4Agreement, Tenant shall have a one-time right the option to expand lease (the “Expansion RightSpace Lease”) into an approximately 9,963 rentable square foot premises on the entire Released D2 Premises upon the following terms and conditions.
b. Tenant shall have the right to expand into the Released D2 Premises effective November 1, 2020 third (3rd) floor of Building 2 (the “Expansion DateSpace”) currently occupied by giving Soundbite Communications, Inc. (collectively with its subtenant(s), successors and assigns, if any, “Soundbite”) pursuant to a lease between Landlord written notice of Tenant’s exercise of such right and Soundbite (the “Expansion NoticeSoundbite Lease”) no later than June 1, 2020). If Tenant’s rights and obligations hereunder shall be independent from and in addition to its rights and obligations under the Building 3 Lease and not in substitution thereof. Landlord has advised Tenant timely delivers that the Expansion Notice, Landlord and Tenant shall execute an amendment to the Lease incorporating the Released D2 Premises into the Premises upon the terms contained in the Lease (including without limitation providing for a Base Rent equal to the Base Rent per rsf term of the D2 Remaining Premises Soundbite Lease expires on or about May 31, 2008 and a term that is coterminous with the LeaseSoundbite has one (1) within ten three (103) business days following Landlord’s delivery to Tenant of a form therefor. If Tenant timely delivers an Expansion Notice and executes a mutually agreeable amendment for the Released D2 Premises, Landlord shall deliver full possession of the Released D2 Premises, free of all tenants and occupants, together with Landlord’s Equipment therein at such time, to Tenant on the Expansion Date, which Released D2 Premises shall be in substantially the same condition as they were in on the date of this Amendment, reasonable wear and tear excepted.
c. If Tenant fails to timely deliver the Expansion Notice or fails to execute a mutually agreeable amendment for the Released D2 Premises within ten (10) business days of receipt from Landlord, Tenant shall be deemed to have waived its rights with respect to Released D2 Premises and Landlord shall be entitled, but not required, to lease all or any portion of the Released D2 Premises to any party or parties on such terms and conditions, including, without limitation, options — year option to extend the term thereof, which if exercised on or before September 1, 2007, would extend the term thereof to on or about May 31, 2011. Tenant shall send written notice to Landlord and TBW during the month of such lease and/or expand September, 2007 (the premises “Inquiry Notice”) requesting a determination as to whether Soundbite has exercised the extension right pursuant to the Soundbite Lease and Landlord shall respond in writing promptly thereafter. In the event Soundbite has not exercised its extension right pursuant to the Soundbite Lease, Tenant shall exercise its rights under such leasethis Agreement in writing within thirty (30) days of Landlord’s response to Tenant’s Inquiry Notice. In the event Soundbite has exercised the extension right pursuant to the Soundbite Lease, Tenant shall exercise its rights under this Agreement in writing on or before August 31, 2010. If Tenant exercises its rights in accordance with this Agreement, the anticipated commencement date of the Expansion Space Lease will be the date upon which the term of the Soundbite Lease expires (at the expiration of the current term thereof or the three-year extension period, as the case may be) and Soundbite has delivered possession of the Expansion Space free of all occupants, subject to delays caused by factors beyond the reasonable control of Landlord. Landlord shall not be liable to Tenant for such any failure to deliver the Expansion Space on any specified date; provided, however, in no event shall Tenant be required to pay rent or any other charges on the Expansion Space until it has been delivered to Tenant as Landlord determinesrequired hereunder. If Tenant shall fail to exercise its rights under this Agreement as provided herein, all in its sole discretion, this Agreement and the Expansion Right rights and obligations of the parties hereunder shall be of no further force or effect.
d. Notwithstanding any contrary provision of this Lease; provided, the Expansion Righthowever, and any exercise by that so long as Tenant of the Expansion Right shall be void and of no effect unless exercises its expansion right hereunder in writing on the date Tenant timely delivers an Expansion Notice to Landlord and on the commencement date of the amendment for the Released D2 Premises (or before August 31, 2010 as applicable): (i) this Lease is in full force and effect, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transfereeaforesaid, Tenant shall not have assigned this lose its expansion right hereunder if, but only if, Soundbite had exercised its extension right under the Soundbite Lease and even if Tenant shall not have a sublease or subleases then in effect for more than fifteen percent (15%) of failed to provide the square footage of the Premises existing immediately prior to the Expansion DateInquiry Notice.
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Expansion Right. a. Subject to (a) Tenant not being in default beyond any applicable notice and cure period at the provisions time of exercise nor Tenant being in default beyond any notice and cure period of any monetary obligations under this Lease more than twice during the twenty-four (24) month period preceding the time of exercise; (b) Tenant occupying not less than all of the Premises; (c) the rights of other tenants within the Building pursuant to written leases in effect as of the date of this Section 4Second Amendment, and (d) such limitations as are imposed by other tenant leases in effect as of the date of this Second Amendment, if, at any time during the Term (including any Renewal Term), Landlord intends to enter into a lease for Suites E100, E110, E120, E-130 and/or E140 (individually or all together herein referred to as the “Offered Space”) with anyone other than the tenant then occupying such Offered Space, Landlord shall first offer to Tenant the right to include the Offered Space within the Premises. With respect to such offer, Landlord shall notify Tenant in writing with regard to the Offered Space, and in such written notice, Landlord shall provide Tenant with the terms upon which Landlord would lease such Offered Space (if such notice is within the first two (2) years following the Additional Premises Commencement Date, such terms shall be the same terms as set forth in this Lease with the free rent and tenant allowance prorated for the remaining Term), provided that, if there are less than three (3) years remaining on the then current Term at the time of exercise, Tenant shall have a one-time right to expand also extend the Term of the Lease for at least an additional three (the “Expansion Right”3) into the entire Released D2 Premises upon the following terms and conditions.
b. year Term, whereupon Tenant shall have the right to expand into the Released D2 Premises effective November 1, 2020 fifteen (the “Expansion Date”15) by giving Landlord written notice of Tenant’s exercise of such right (the “Expansion Notice”) no later than June 1, 2020. If Tenant timely delivers the Expansion Notice, Landlord and Tenant shall execute an amendment to the Lease incorporating the Released D2 Premises into the Premises upon the terms contained in the Lease (including without limitation providing for a Base Rent equal to the Base Rent per rsf of the D2 Remaining Premises and a term that is coterminous with the Lease) within ten (10) business days next following Landlord’s delivery of such notice within which to accept such terms, time being of the essence. Should Tenant accept such terms specified by Landlord, the parties shall enter into a new lease, or an amendment to this Lease, to memorialize their agreement. In the absence of any further agreement by the parties, such Offered Space shall be delivered “AS IS”, in a good, neat, orderly and broom clean condition with all personal property and other tenants removed from such Offered Space, and Rent for such Offered Space shall commence on that date which is the earlier of: (x) Tenant’s occupancy thereof, and (y) five (5) days after Landlord delivers such Offered Space to Tenant free of a form thereforother tenants and occupants. If Tenant timely delivers an Expansion Notice shall not accept Landlord’s terms within such fifteen (15) day period, or if the parties shall not have executed and executes delivered a mutually agreeable satisfactory new lease or lease amendment for the Released D2 Premises, Landlord shall deliver full possession of the Released D2 Premises, free of all tenants and occupants, together with within forty-five (45) days next following Landlord’s Equipment therein at such timeoriginal notice under this paragraph 7, to Tenant on the Expansion Date, which Released D2 Premises shall be in substantially the same condition as they were in on the date of this Amendment, reasonable wear and tear excepted.
c. If Tenant fails to timely deliver the Expansion Notice or fails to execute a mutually agreeable amendment for the Released D2 Premises within ten (10) business days of receipt from Landlord, Tenant shall be deemed to have waived its then Tenant’s rights with respect to Released D2 Premises and Landlord shall be entitled, but not required, to lease all or any portion of the Released D2 Premises to any party or parties on such terms and conditions, including, without limitation, options to extend the term of space shall lapse until such lease and/or expand the premises under such Offered Space again becomes available for lease, and for such rent as Landlord determinesmay, all in at its sole discretion, lease such Offered Space to a third party upon the identical terms and conditions offered to Tenant in writing, or on terms and conditions less favorable to the Expansion Right third party than were offered to Tenant in writing. Tenant’s rights hereunder shall not include the right to lease less than all of the space identified in Landlord’s notice. Anything herein contained to the contrary notwithstanding, Landlord may at any time modify or extend any existing or future tenant lease involving the Offered Space, without in any such case notifying or offering such space to Tenant, or giving rise to any right of Tenant hereunder. Nothing contained in this paragraph 7 is intended nor may anything herein be of no further force or effect.
d. Notwithstanding any contrary provision of this Lease, the Expansion Right, and any exercise relied upon by Tenant as a representation by Landlord as to the availability of the Expansion Right shall be void and of no effect unless on Offered Space within the date Tenant timely delivers an Expansion Notice to Landlord and on the commencement date of the amendment for the Released D2 Premises (as applicable): (i) this Lease is in full force and effect, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after Building at any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transferee, Tenant shall not have assigned this Lease and Tenant shall not have a sublease or subleases then in effect for more than fifteen percent (15%) of the square footage of the Premises existing immediately prior to the Expansion Datetime.
Appears in 1 contract
Samples: Lease (Qlik Technologies Inc)
Expansion Right. a. Subject to (a) Provided Tenant is not in default under the provisions terms of this Section 4Lease, no condition exists that with the giving of notice or passage of time would constitute a default under the terms of this Lease, and there has been no material adverse change in the financial wherewithal of Tenant, Tenant shall have a one-time the exclusive right to expand during the Initial Lease Term or any Renewal Term (the “Expansion RightSpace Period”) into the entire Released D2 Premises upon the following terms and conditions.
b. Tenant shall have the right to expand into the Released D2 Leased Premises effective November 1, 2020 to add an Improvement consisting of at least Seventy-Five Thousand (75,000) square feet but not to exceed One Hundred Forty-Four Thousand (144,000) square feet in the approximate location identified on the Site Plan attached hereto as Exhibit B as the expansion space (the “Expansion DateSpace”) ), and Landlord agrees to hold available for Tenant during the Expansion Space Period the building expansion land located adjacent to the Leased Premises as shown on Exhibit B, on the terms and conditions of this Section. Tenant may exercise its option by giving delivery to Landlord of written notice of its exercise of the option (“Exercise Notice”) to cause the Building to be expanded on or before the expiration of the Expansion Space Period. Tenant’s Exercise Notice shall state the approximate square footage of Improvements that Tenant desires for the Expansion Space. Tenant’s rights pursuant to this Section for the Expansion Space are personal to Tenant and may not be assigned or transferred except to a Permitted Transferee, and will not benefit any subtenant.
(b) Within sixty (60) days following Tenant’s exercise of such right option, Landlord shall provide Tenant with: (i) plans and specifications for the expansion of the Building and related improvements in a manner similar to the original Leased Premises (the “Expansion NoticePlans”) no later than June 1which Expansion Plans shall be generally consistent in scope and content to the Plans and Specifications; and (ii) the cost of the expansion construction of the Expansion Space including, 2020without limitation, all hard costs, and all soft costs, including, without limitation, cost of labor and materials, design, permitting and engineering costs, permitting fees, financing fees, development fees, commissions, construction management or project management fees, financing costs and interest during the construction period, and legal fees (the “Expansion Cost” and together with the Expansion Plans, the “Expansion Documents”). Landlord shall competitively bid the construction of the Expansion Space with at least three (3) contractors that are reasonably acceptable to Landlord. If Tenant timely delivers desires to proceed with the expansion of the Leased Premises, Tenant shall deliver its acceptance within thirty (30) days after its receipt of the Expansion NoticeDocuments, and Landlord and Tenant shall execute an promptly memorialize such agreement by amendment to this Lease (the Lease incorporating the Released D2 Premises into the Premises upon “Expansion Amendment”) setting forth the terms contained in and conditions of construction of the Lease (including without limitation providing for a Base Rent equal to Expansion Space and incorporating the Base Rent per rsf of the D2 Remaining Premises and a term that is coterminous with the Lease) within ten (10) business days following Landlord’s delivery to Tenant of a form therefor. If Tenant timely delivers an Expansion Notice and executes a mutually agreeable amendment for the Released D2 PremisesExpansion Space as calculated in accordance with this Section. In the event Tenant does not deliver its acceptance within such thirty (30) day period, Landlord shall deliver full possession of the Released D2 Premises, free of all tenants and occupants, together with Landlord’s Equipment therein at such time, to Tenant on the Expansion Date, which Released D2 Premises shall be in substantially the same condition as they were in on the date of this Amendment, reasonable wear and tear excepted.
c. If Tenant fails to timely deliver the Expansion Notice or fails to execute a mutually agreeable amendment for the Released D2 Premises within ten (10) business days of receipt from Landlord, then Tenant shall be deemed to have waived rescinded Tenant’s exercise of its rights with respect option to Released D2 expand the Leased Premises and Landlord the Tenant’s rights under this Section shall continue through the end of the Lease Term. Upon Tenant’s rescission of its exercise of the option to expand the Leased Premises, Tenant shall be entitledresponsible and shall reimburse Landlord, but not required, to lease all or any portion of for the Released D2 Premises to any party or parties on such terms actual cost and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as expenses incurred by Landlord determines, all in its sole discretion, and preparing the Expansion Right Documents. Tenant shall be responsible for the cost and expenses of no further force or effectall work necessary to prepare the Expansion Space for initial occupancy by Tenant that is not expressly included in the Expansion Plans.
d. Notwithstanding any contrary provision of this Lease(c) The actual Expansion Cost, the Expansion Right, and any exercise by Tenant as determined upon completion of the Expansion Right shall Space, will be void and of no effect unless on utilized to establish the date Tenant timely delivers an Expansion Notice to Landlord and on the commencement date of the amendment Base Rent for the Released D2 Premises Expansion Space utilizing the formula set forth below. The Base Rent for the Expansion Space to be set forth in the Expansion Amendment will be initially determined based upon the estimated Expansion Cost, but will be adjusted as provided herein. In this regard, the parties agree that the Base Rent for the Expansion Space will be an amount equal to the actual Expansion Cost multiplied by the Expansion Rent Constant (as applicable): herein defined). For these purposes, the term “Expansion Rent Constant” will be the lesser of: (i) this Lease is in full force and effectan amount calculated by adding the Treasury Rate Factor (as defined herein) to Base Rental Rate Constant (as defined herein), or (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and the Market Rental Rate Constant (iii) except with respect to a Permitted Transferee, Tenant shall not have assigned this Lease and Tenant shall not have a sublease or subleases then in effect for more than fifteen percent (15%) of the square footage of the Premises existing immediately prior to the Expansion Dateas defined herein).
Appears in 1 contract
Expansion Right. a. Subject If any space in the Building becomes available for lease at any time during the Lease Term, including any Renewal Terms exercised by Lessee pursuant to the provisions of this Section 47 hereof (“Expansion Space”), Tenant then Lessee shall have a one-time continuing first right to expand (lease such space in its then “as is” condition as of the “Expansion Right”) into date the entire Released D2 Premises upon space is offered to Lessee, subject to and in accordance with the following terms and conditions.:
b. Tenant a. Within a reasonable period of time after Lessor determines that Expansion Space is or will be coming available, Lessor shall notify Lessee in writing (the “Notification”) of the availability of any Expansion Space and the determination of the base rent and other terms and conditions. Among the factors to be considered by Lessor in determining the base rent and other terms and conditions shall be the rental rates, construction allowances, rent abatements, concessions, length of term, renewal options and other terms and conditions then being agreed to by tenants and Lessor for comparable tenants for comparable space in the Building, and the rental rates, construction allowances, rent abatements, concessions, length of term, renewal options and other terms and conditions then being agreed to by similar tenants and landlords for similar space in multi-tenanted, comparable buildings in the Miami Lakes submarket of Miami-Dade County. The Notification shall also include (i) the location and square footage of the Expansion Space, and (ii) the date on which Lessor expects the Expansion Space to become available. Notwithstanding anything to the contrary contained herein, the term for such Expansion Space shall be coterminous with the Lease Term then in effect for the remainder of the Premises. For a period of ten (10) business days after Lessee’s receipt of the Notification from Lessor, Lessee shall have the right to expand into accept the Released D2 Premises effective November 1, 2020 (the “Expansion Date”) by giving Landlord written notice base rent and all other terms and conditions of Tenant’s exercise of a lease for such right (the “Expansion Notice”) no later than June 1, 2020space. If Tenant timely delivers during such ten (10) business day period, Lessee does not accept the Expansion Noticebase rent and all other terms and conditions of a lease for such space or does not respond within the aforesaid ten (10) business day period, Landlord then Lessee’s right to lease such space shall lapse and Tenant be of no further force or effect. If during such ten (10) business day period Lessee accepts the base rent and all other terms and conditions of a lease for such space, then Lessee shall promptly execute an amendment to the Lease incorporating the Released D2 Premises into the Premises upon the terms contained in the Lease (including without limitation providing for a Base Rent equal to the Base Rent per rsf of the D2 Remaining Premises and a term that is coterminous with the Lease) within ten (10) business days following Landlord’s delivery after receipt thereof. The “Base Year” with respect to Tenant the renting of a form therefor. If Tenant timely delivers an the Expansion Notice and executes a mutually agreeable amendment Space shall be the calendar year in which the commencement date for the Released D2 PremisesExpansion Space occurs; and Lessee’s allocation of parking spaces pursuant to Section 23 of the Lease shall increase in proportion to the size of the Expansion Space.
b. Lessee’s rights under this Section are subject and subordinate to Lessor’s right to renew expiring leases pursuant to rights contained in such expiring leases or pursuant to the mutual agreement of Lessor and tenants under such leases. In addition to the foregoing, Landlord shall deliver full and notwithstanding anything in the Lease to the contrary, delivery of possession of the Released D2 Premises, free Expansion Space to Lessee and commencement of all tenants the term thereof is and occupants, together with Landlord’s Equipment therein at such time, to Tenant on the Expansion Date, which Released D2 Premises shall be in substantially subject to Lessor’s obtaining possession from any prior tenant or occupant who holds over beyond the same condition as they were in applicable lease expiration date, and Lessee shall have no claim against Lessor (for damages or otherwise) and Lessor shall have no obligation or liability for, on the date account of this Amendment, reasonable wear and tear excepted.
c. If Tenant fails to timely deliver the Expansion Notice or fails to execute a mutually agreeable amendment for the Released D2 Premises within ten (10) business days of receipt from Landlord, Tenant shall be deemed to have waived its rights with respect to Released D2 Premises and Landlord shall be entitled, but not required, to lease any holdover in all or any portion of the Released D2 Premises Expansion Space; provided, however, that Lessor agrees to any party use commercially reasonable efforts to obtain possession of the Expansion Space from such prior tenant or parties on such occupant as soon as reasonably possible, subject to and in accordance with the terms and conditions, including, without limitation, options to extend conditions of the term lease with such prior tenant or occupant.
c. If Lessee has been in monetary default more than two (2) times in any Lease Year or is in default after the giving of such lease and/or expand any applicable notice and expiration of any applicable cure period under the premises under such lease, and for such rent as Landlord determines, all in its sole discretion, and Lease on the date Lessor sends the Notification or any time thereafter until Lessee occupies the Expansion Right Space, then, at Lessor’s election, Lessee’s rights pursuant to this Section shall lapse and be of no further force or effect.
d. Notwithstanding If at any contrary provision of this Lease, the Expansion Right, and any exercise by Tenant time fifty percent (50%) or more of the Expansion Right shall be void and square feet of no effect unless on the date Tenant timely delivers an Expansion Notice to Landlord and on the commencement date rentable area of the amendment for the Released D2 Premises (as applicable): (i) have been subleased or assigned or if this Lease is in full force and effect, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except been terminated with respect to any such portion, then Lessee’s rights pursuant to this Section shall lapse and be of no further force or effect. Lessee’s rights under this Section may be exercised only by Lessee and may not be exercised by any other transferee, sublessee or assignee of Lessee.
e. Lessee has the right under this Section to lease the entire Expansion Space identified in the Notification only. Lessee has no right to lease less nor more than the entire Expansion Space so identified.
f. If any Expansion Space is offered to Lessee hereunder and Lessee fails to lease such Expansion Space or fails to execute the amendment within the ten (10) business day period described above or fails to respond to the Notification within the ten (10) business days described above, then the rights granted to Lessee under this Section with respect to such Expansion Space shall immediately lapse and expire, and Lessee shall have no further rights hereunder with respect to such Expansion Space and Lessor shall have the right to lease the Expansion Space to any third-party tenant at any time on terms and conditions acceptable to Lessor in its sole discretion. In the event the Expansion Space is leased to a Permitted Transfereethird-party tenant in accordance with the foregoing and such space again becomes available for lease, Tenant Lessee shall have a continuing first right to lease such space in its then “as is” condition as of the date such space is re-offered to Lessee, subject to and in accordance with the above terms and conditions. Lessee’s right to lease any Expansion Space that again becomes available for lease is subject and subordinate to Lessor’s right to renew expiring leases pursuant to rights contained in such expiring leases or pursuant to the mutual agreement of Lessor and tenants under such leases.
g. Notwithstanding anything herein to the contrary, if fewer than eighteen (18) months remain in the Lease Term (as such Lease Term may have been extended by Lessee pursuant to its renewal rights under Section 7 hereof) from the date the Expansion Space is expected to become available for lease, then Lessee’s rights under this Section 8 to lease such Expansion Space shall not be applicable unless, within ten (10) business days after Lessee’s receipt of the Notification, Lessee exercises its right to renew the term of the Lease for a Renewal Term. Lessor and Lessee shall then have assigned the 30-day period referenced in Section 7(a) herein to negotiate the Market Rent for the Renewal Term (it being understood and agreed that Lessee shall retain its rescission right referenced in Section 7(a) herein) and Lessee shall then have a period of five (5) business days after Lessor and Lessee agree on the Market Rent for the Renewal Term to accept the terms and conditions for the Expansion Space set forth in the Notification. If Lessor and Lessee cannot so agree upon the Market Rent during such period, then Lessee’s rights to lease Expansion Space under this Lease and Tenant Section 8 shall not be applicable for the remainder of the then existing Lease Term unless and until Lessee has irrevocably exercised its right to a Renewal Term. Further notwithstanding anything herein to the contrary, if fewer than nine (9) months remain in the Lease Term at the time Lessor is required to offer any Expansion Space to Lessee, then Lessee’s rights under this Section 8 to lease such Expansion Space shall not be applicable unless prior to such date Lessee shall have exercised its right to renew the term of the Lease pursuant to the terms of Section 7 hereof; it being understood and agreed that if Lessor and Lessee are then in the process of negotiating the rent payable by Lessee during a Renewal Term, Lessee shall have a sublease or subleases then in effect period of five (5) business days after Lessor and Lessee agree on the Market Rent for more than fifteen percent (15%) of the square footage of Renewal Term to accept the Premises existing immediately prior to terms and conditions for the Expansion DateSpace set forth in the Notification (it being further understood and agreed that Lessee shall retain its rescission right referenced in Section 7(a) herein).
Appears in 1 contract
Expansion Right. a. Subject to From the provisions of this Section 4, Tenant shall have a one-time right to expand (the “Expansion Right”) into the entire Released D2 Premises upon the following terms and conditions.
b. Tenant shall have the right to expand into the Released D2 Premises effective November 1, 2020 (the “Expansion Date”) by giving Landlord written notice of Tenant’s exercise of such right (the “Expansion Notice”) no later than June 1, 2020. If Tenant timely delivers the Expansion Notice, Landlord and Tenant shall execute an amendment to the Lease incorporating the Released D2 Premises into the Premises upon the terms contained in the Lease (including without limitation providing for a Base Rent equal to the Base Rent per rsf of the D2 Remaining Premises and a term that is coterminous with the Lease) within ten (10) business days following Landlord’s delivery to Tenant of a form therefor. If Tenant timely delivers an Expansion Notice and executes a mutually agreeable amendment for the Released D2 Premises, Landlord shall deliver full possession of the Released D2 Premises, free of all tenants and occupants, together with Landlord’s Equipment therein at such time, to Tenant on the Expansion Date, which Released D2 Premises shall be in substantially the same condition as they were in on the execution date of this Amendment, reasonable wear and tear excepted.
c. If continuing until April 30, 2014, provided Tenant fails is not in default of any of the terms, conditions or covenants of the Lease, Landlord agrees that any additional premises in the Building that may be added to timely deliver the Expansion Notice or fails to execute a mutually agreeable amendment for the Released D2 Premises within ten (10) business days of receipt from Landlord, this Lease by mutual agreement between Landlord and Tenant shall be deemed upon the same terms and conditions in the Lease. In such event, in the lease amendment mutually agreed to have waived its by Landlord and Tenant, Base Rental shall be increased (at the same rate per annum provided in the Lease) based on the additional Net Rentable Area being added to the original Premises, Landlord shall allow for a Tenant Allowance equal to $5.00 per Net Rentable Area of the additional space, the ratio of the Area of the Premises to the Area of the Building shall be modified based on the additional space being added to the original Premises, and any other terms shall be modified to the extent necessary because of such additional space being added to the original Premises. All other terms and conditions of this Lease shall apply to the additional space. Base Rental for any additional space shall commence upon the earlier to occur of (i) the date possession is delivered to Tenant, or (ii) within thirty (30) days following mutual execution of the lease amendment, or as otherwise set forth in the lease amendment. This expansion right does not constitute a light of first offer or right of first refusal to Tenant for any additional premises in the Building. This expansion right only defines the terms of any future expansion of Tenant by mutual agreement between Landlord and Tenant during the period from the execution date of this Amendment and April 30, 2014. All rights of Tenant herein shall be subject to any existing tenant's preferential rights and the execution of a mutually acceptable lease amendment incorporating the terms specified herein. These rights are personal to Tenant and shall not apply to any of Tenant's Assignee(s) or Sublessee(s). All rights of Tenant with respect to Released D2 Premises this expansion right shall expire and Landlord shall be entitledterminate as of April 30, but not required, to lease all or any portion of the Released D2 Premises to any party or parties on such terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord determines, all in its sole discretion, and the Expansion Right shall be of no further force or effect2014.
d. Notwithstanding any contrary provision of this Lease, the Expansion Right, and any exercise by Tenant of the Expansion Right shall be void and of no effect unless on the date Tenant timely delivers an Expansion Notice to Landlord and on the commencement date of the amendment for the Released D2 Premises (as applicable): (i) this Lease is in full force and effect, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transferee, Tenant shall not have assigned this Lease and Tenant shall not have a sublease or subleases then in effect for more than fifteen percent (15%) of the square footage of the Premises existing immediately prior to the Expansion Date.
Appears in 1 contract
Samples: Confirmation of Commencement Date (Payment Data Systems Inc)
Expansion Right. a. Subject (a) Tenant has the following rights under the Lease (collectively, the "Expansion Right"):
(i) During the period commencing on the Commencement Date and ending on the last day of the calendar month in which the fifth anniversary of the Commencement Date falls, Landlord agrees to reserve sufficient "floor area ratio" (as such term is used in Hopewell Township's land use and development ordinances) ("FAR") on the portion of the Condominium shown on Exhibit B hereto as Unit No. 2 (the "Expansion Parcel") in order to develop one or more buildings (the "Expansion Building(s)") for Tenant, and Landlord agrees during such time period, upon written notice from Tenant, to negotiate in good faith, the development, and leasing by Tenant, of the Expansion Building(s). During the portion of such period commencing on the Commencement Date and ending on the last day of the calendar month in which the third anniversary of the Commencement Date falls, Landlord's obligation to reserve FAR and to negotiate in good faith the development, and leasing by Tenant, of the Expansion Building(s) on the Expansion Parcel shall be limited to 150,000 rentable square feet in the aggregate. During the portion of such period commencing on the third anniversary of the Commencement Date and ending on the last day of the calendar month in which the fifth anniversary of the Commencement Date falls, Landlord's obligation to reserve FAR and to negotiate in good faith the development, and leasing by Tenant, of the Expansion Building(s) on the Expansion Parcel shall be limited to 100,000 rentable square feet in the aggregate.
(ii) If Landlord and Tenant conduct a negotiation with respect to the provisions development of this Section 4Expansion Building(s) during the period commencing on the Commencement Date and ending on the last day of the calendar month in which the fifth anniversary of the Commencement Date falls and, notwithstanding the good faith attempts of the parties to reach agreement, (1) no agreement is reached and negotiations are terminated by either party (the date of the termination being referred to herein as the "Negotiation Termination Date"), or (2) no agreement is reached by the last day of such period; or (3) Tenant does not request in writing to Landlord to negotiate with respect to the development, and leasing by Tenant, of an Expansion Building prior to the end of the last day of such period, then, effective upon the earlier of the Negotiation Termination Date or the last day of such period, Tenant shall have a one-time no further right to expand (require Landlord to negotiate for the “development, and leasing by Tenant, of an Expansion Right”) into Building; provided, however, that for the entire Released D2 Premises upon balance of the following terms Lease Term, Landlord shall notify Tenant prior to developing the last available 100,000 RSF of FAR for the Expansion Parcel and conditions.
b. Tenant shall have the right to expand into the Released D2 Premises effective November 1right, 2020 (the “Expansion Date”) by giving Landlord written notice of Tenant’s exercise of such right (the “Expansion Notice”) no later than June 1, 2020. If Tenant timely delivers the Expansion Notice, Landlord and Tenant shall execute an amendment to the Lease incorporating the Released D2 Premises into the Premises upon the terms contained in the Lease (including without limitation providing for a Base Rent equal to the Base Rent per rsf of the D2 Remaining Premises and a term that is coterminous with the Lease) within ten (10) business days following Landlord’s delivery to Tenant of a form therefor. If Tenant timely delivers an Expansion Notice and executes a mutually agreeable amendment for the Released D2 Premises, Landlord shall deliver full possession of the Released D2 Premises, free of all tenants and occupants, together with Landlord’s Equipment therein at such time, to Tenant on the Expansion Date, which Released D2 Premises shall be in substantially the same condition as they were in on the date of this Amendment, reasonable wear and tear excepted.
c. If Tenant fails to timely deliver the Expansion Notice or fails to execute a mutually agreeable amendment for the Released D2 Premises within ten (10) business days of receipt from receiving said notice, to notify Landlord in writing ("Tenant's Negotiation Notice") that Tenant desires to negotiate in good faith with Landlord for the development, and lease by Tenant, of an Expansion Building not to exceed 100,000 RSF, and if Tenant so notifies Landlord, Landlord and Tenant shall promptly commence good faith negotiations regarding the terms of such development and leasing; and if, notwithstanding the good faith efforts of Landlord and Tenant, (A) no such agreement is reached and negotiations are terminated by either party, or (B) no such agreement is reached on or before the date which is forty five (45) days from the date Landlord receives Tenant's Negotiation Notice, then Tenant's Expansion Right shall expire and be deemed to null and void and Tenant shall have waived its rights with respect to Released D2 Premises and no further Expansion Right under the Lease.
(b) A sale or ground lease by Landlord shall be entitled, but not required, to lease all of the Expansion Parcel (or any of a larger portion of the Released D2 Premises to any party or parties on such terms and conditions, including, without limitation, options to extend Condominium including the term of such lease and/or expand Expansion Parcel) which is consummated during the premises under such lease, and for such rent as Landlord determines, all in its sole discretion, and Lease Term while the Expansion Right is still effective shall be of no further force or effectexpressly subject to Tenant's Expansion Right.
d. Notwithstanding (c) Conclusive evidence that Tenant's Expansion Right has terminated shall include an Option/Right Termination in the form attached hereto as Exhibit D signed by Tenant and recorded in the Recorder's Office stating that Tenant's Expansion Right has been terminated. Tenant hereby unconditionally constitutes and appoints Landlord (and any contrary provision transferee of this Lease, Landlord's interest in the Expansion Parcel) as its true and lawful attorney and agent for the sole purpose, except as otherwise set forth herein, of executing and recording the Option/Right Termination on Tenant's behalf upon the termination of Tenant's Expansion Right. Tenant acknowledges that the foregoing power granted to Landlord (and any transferee of Landlord's interest in the Expansion Parcel) is coupled with an interest and shall not be revocable by Tenant in any manner or for any reason, including Tenant's dissolution, and any exercise by Tenant of the Expansion Right shall be void and of no effect unless individual or entity may rely on the date Tenant timely delivers an Expansion Notice to Landlord and on the commencement date of the amendment for the Released D2 Premises (as applicable): (i) this Lease is in full force and effect, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transferee, Tenant shall not have assigned this Lease and Tenant shall not have a sublease or subleases then in effect for more than fifteen percent (15%) of the square footage of the Premises existing immediately prior to the Expansion Dateappointment.
Appears in 1 contract
Expansion Right. a. Subject to the provisions of this Section 4, Tenant shall have a one-time right to expand (the “Expansion Right”) into the entire Released D2 Premises upon the following terms and conditions.
b. A. Tenant shall have the right to require that Landlord expand into the Released D2 Premises effective November 1, 2020 size of the Building to add up to an additional 143,000 additional square feet of rentable area (the “"Expansion Date”Space"). Any such expansion shall be subject to --------------- Landlord's and Tenant's reasonable approval of the site plan, plans and specifications, and construction budget therefor. The design of any the Expansion Space shall be such that Landlord can reasonably market the same as office space for lease to third parties on a multi-tenant basis following expiration or termination of this Lease. Any such expansion shall be done in compliance with all applicable local and state laws, including zoning and building ordinances. Tenant's right to exercise its expansion right is subject to (1) Tenant being in default hereunder at the time Tenant exercises such right; (2) Tenant then occupying not less than 75% of the rentable square feet of the Premises; and Tenant not having assigned its rights in the entire Premises (other than pursuant to a Permitted Transfer); and (3) Tenant's credit rating then being not less than Baa1 by giving Xxxxx'x Investor Service, Inc. ("Moody's") or BBB+ by Standard & Poor's Rating Group ("S&P"), or their ------- --- equivalent.
B. If Tenant wishes to exercise its rights under this Section 28, it shall notify Landlord written notice thereof in writing, and Landlord and Tenant shall thereafter meet to determine the exact scope of the expansion and to agree upon a schedule for development of the site plan, plans and specifications, and construction budget for the Expansion Space, all of which shall be subject to Landlord and Tenant's reasonable approval. Landlord shall be responsible for causing preparation of the site plan and plans and specifications and then for constructing the Expansion Space after approval of such items and the budget. As a condition to exercise of Tenant’s exercise 's rights hereunder, Tenant agrees to reimburse Landlord for all cost and expenses incurred by Landlord in preparation of such right (the “site plan, plans and specifications, and construction budget in the event that the parties are unable to agree upon the exact scope of the project for the Expansion Notice”) no later than June 1, 2020Space and do not proceed with construction thereof. If Tenant timely delivers the parties do agree and construction proceeds, such costs shall be included in the total cost of the Expansion NoticeSpace for purposes of determining the rent therefor as provided in Section 28.C.
C. If the parties agree to any such expansion, the following shall apply:
1. Upon completion of the Expansion Space, the Term shall be extended such that it shall end 10 years from the date of occupancy of the Expansion Space as to both the initial Premises and the Expansion Space;
2. Prior to commencement of construction of any such expansion, Landlord and Tenant shall execute an amendment to the Lease incorporating the Released D2 Premises into the Premises agree upon the terms contained final site plan, the plans and specifications for design thereof, and upon a budget specifying all applicable costs of construction.
3. The rental for the Expansion Space shall be based upon the total hard construction costs and soft costs for constructing the same, all of which shall be competitively bid at that time, and which shall include construction management fees, legal fees, loan fees, design fees, approval fees, and consulting fees (all of which shall not be in the Lease (including without limitation providing for excess of then comparable market rates therefor), and a Base Rent reasonable allocation of land costs, multiplied by an interest rate equal to the then current 10 year treasury rate plus 500 basis points (but not less than 10.5% per annum). The rental rate will be set such that it will fully amortize all such costs at the aforesaid interest rate over a period of 10 years. The total hard and soft costs for constructing the Expansion Space shall be subject to an agreed-upon maximum amount, which shall be specified in the budget for constructing the Expansion Space.
4. The Base Rent per rsf for the initial Premises for the extended 10 year period of the D2 Remaining Premises and a term that is coterminous with Term shall be at the Lease) within ten (10) business days following Landlord’s delivery to Tenant greater of a form therefor. the Base Rent then payable or 95% of the then Prevailing Rental Rate, determined as provided in Schedule 3.B.
D. If Tenant timely delivers an Expansion Notice and executes a mutually agreeable amendment for the Released D2 Premises, Landlord shall deliver full possession of the Released D2 Premises, free of all tenants and occupants, together with Landlord’s Equipment therein at such time, to Tenant on the Expansion Date, which Released D2 Premises shall be in substantially the same condition as they were in on the date of this Amendment, reasonable wear and tear excepted.
c. If Tenant fails to timely deliver the Expansion Notice or fails to execute a mutually agreeable amendment for the Released D2 Premises within ten (10) business days of receipt from Landlord, Tenant shall be deemed to have waived exercises its rights with respect to Released D2 Premises and Landlord shall be entitled, but not required, to lease all or any portion of the Released D2 Premises to any party or parties on such terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord determines, all in its sole discretionthis Section 28, and the Expansion Right shall be of no further force or effect.
d. Notwithstanding any contrary provision of this Lease, parties are unable to agree upon the final plans and specifications and construction budget for the Expansion Right, and any exercise by Tenant of the Expansion Right shall be void and of no effect unless on the date Tenant timely delivers an Expansion Notice to Landlord and on the commencement date of the amendment for the Released D2 Premises (as applicable): (i) this Lease is in full force and effect, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transferee, Tenant shall not have assigned this Lease and Tenant shall not have a sublease or subleases then in effect for more than fifteen percent (15%) of the square footage of the Premises existing immediately prior to the Expansion Date.Space
Appears in 1 contract
Samples: Lease Agreement (Wells Real Estate Investment Trust Inc)
Expansion Right. a. Subject In addition to the provisions of this rights and obligations set forth in Section 4, Tenant shall have a one-time right to expand (the “Expansion Right”) into the entire Released D2 Premises upon the following terms and conditions.
b. Tenant shall have the right to expand into the Released D2 Premises effective November 1, 2020 (the “Expansion Date”) by giving Landlord written notice of Tenant’s exercise of such right (the “Expansion Notice”) no later than June 1, 2020. If Tenant timely delivers the Expansion Notice33.2, Landlord and Tenant agrees that neither Landlord nor any of its agents, employees or contractors shall execute an amendment to the Lease incorporating the Released D2 Premises into the Premises upon the terms contained in the Lease (including without limitation providing advertise, market, show, offer for a Base Rent equal to the Base Rent per rsf of the D2 Remaining Premises and a term that is coterminous with the Lease) within ten (10) business days following Landlord’s delivery to Tenant of a form therefor. If Tenant timely delivers an Expansion Notice and executes a mutually agreeable amendment for the Released D2 Premises, Landlord shall deliver full possession of the Released D2 Premises, free of all tenants and occupants, together with Landlord’s Equipment therein at such time, to Tenant on the Expansion Date, which Released D2 Premises shall be in substantially the same condition as they were in on the date of this Amendment, reasonable wear and tear excepted.
c. If Tenant fails to timely deliver the Expansion Notice lease or fails to execute a mutually agreeable amendment for the Released D2 Premises within ten (10) business days of receipt from Landlord, Tenant shall be deemed to have waived its rights with respect to Released D2 Premises and Landlord shall be entitled, but not required, to lease all or any portion of Building No.1 during the Released D2 Premises first year of the Primary Term of this Lease and that Tenant shall have the option to any party lease (the "Expansion Right") all or parties a portion of Building No.1 at the Building Complex, on the terms and subject to the conditions set forth below in (a) and (b).
(a) If Tenant wishes to lease all or a portion of Building No. 1 during the first lease year of the Primary Term, it shall give to Landlord written notice of the exercise of such option, specifying the area to be leased and the date of occupancy and Landlord shall deliver such space to Tenant on such terms date free of all occupants and conditionspersonal property, includingin good basic operating condition and repair (including a roof airtight and free of leaks), without limitationbroom clean and in compliance with applicable building, options life and safety codes. From and after the date of such delivery, (i) such space shall be added to extend the term Demised Premises for the balance of such lease and/or expand year, (ii) the premises under Base Rent shall be due with respect to such leasespace at the rate of $4.75 per square foot per annum for such space, and for such rent as Landlord determines, all in (iii) Tenant's Proportionate Share shall increase accordingly. Tenant may exercise its sole discretionoption to add additional portions of Building No. 1 to the Demised Premises by sending additional written notices of the exercise of its option to Lease at any time during the first lease year, and the terms of the prior two sentences shall apply to such additional space.
(b) In addition to the Expansion Right set forth in Paragraph (a) above, Tenant shall have the option to lease all of Building No. 1 for a period beginning on or before the second lease year of the Term and continuing for the remainder of the Primary Term and any Extended Term with Base Rent for such space due at the same rate per square foot per annum for 21,189 square feet, as shall apply to the Initial Premises pursuant to Article 4. If Tenant wishes to elect such option, it shall do so by giving written to Landlord written notice of the election of such option on or before March 31, 1999. In such event, Building No. 1 shall be delivered to Tenant free of all occupants and personal property, in good basic operating condition and repair (including a roof airtight and free of leaks), broom clean and in compliance with applicable building, life and safety codes, whereupon such space shall be added to the Demised Premises, and the provisions of Subsections (4)(a)(i) and (iii) shall apply to such space. If no such notice is timely given, Tenant shall vacate any portion of Building No. 1 occupied by it pursuant to Subparagraph (a) above, on or before March 31, 1999 and all rights of Tenant with respect to the leasing of Building No. 1 pursuant to this Section 32 shall terminate and be of no further force or effect.
d. Notwithstanding any contrary provision of this Lease, the Expansion Right, and any exercise by Tenant of the Expansion Right effect and Landlord shall be void and of no effect unless on the date Tenant timely delivers an Expansion Notice free to Landlord and on the commencement date of the amendment advertise, market, show or offer Building No. 1 for the Released D2 Premises (as applicable): (i) this Lease is in full force and effectlease, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transferee, Tenant shall not have assigned this Lease and Tenant shall not have a sublease or subleases then in effect for more than fifteen percent (15%) of the square footage of the Premises existing immediately prior subject to the Expansion Dateprovisions of Section 33.2.
Appears in 1 contract
Expansion Right. a. Subject to If, during the provisions term of this Section 4the Lease, Tenant notifies Landlord in writing (a “Tenant Expansion Request Notice”) that Tenant has a need for additional space that is at a minimum of twenty-five percent (25%) larger than the then-current Premises, Landlord shall have ninety (90) days from its receipt of the Tenant Expansion Request Notice to identify office space located within a one-time right single building within the Project that is substantially equal to expand Tenant’s need as set forth in the Tenant Expansion Request Notice (the “Expansion RightSpace”) into and provide Tenant with an outline of the entire Released D2 Premises upon new space configuration, location, and schedule. Such Expansion Space shall be of similar quality and price as the following terms and conditions.
b. Tenant Premises. Landlord shall then have twelve (12) months from the right date of a signed agreement to expand into to deliver the Released D2 Premises effective November 1, 2020 (the “Expansion Date”) by giving Landlord written notice of Space to Tenant’s exercise of such right (the “Expansion Notice”) no later than June 1, 2020. If Tenant timely delivers a Tenant Expansion Request Notice but (i) Landlord does not then have suitable space available or (ii) Landlord cannot deliver additional space to meet Tenant’s needs within the Expansion Noticetime periods prescribed in this Section 21.33, then at any time after the end of the third (3rd) Lease Year Tenant may terminate this Lease by written notice to Landlord; provided that no such termination shall be effective unless and until Tenant pays to Landlord and Tenant shall execute an amendment to the Lease incorporating the Released D2 Premises into the Premises upon the terms contained in the Lease (including without limitation providing for a Base Rent amount equal to the Base Rent per rsf sum of (x) any unamortized tenant improvement expenses, (y) leasing commissions, and (z) a termination fee equal to three (3) months of the D2 Remaining Premises then-current Minimum Rent. Landlord hereby acknowledges and a term agrees that is coterminous with the Lease) within ten (10) business days following Landlord’s delivery to Tenant of a form therefor. If Tenant timely delivers an Expansion Notice and executes a mutually agreeable amendment for the Released D2 Premises, Landlord shall deliver full possession of the Released D2 Premises, free of all tenants and occupants, together with Landlord’s Equipment therein at such time, to Tenant on the Expansion Date, which Released D2 Premises expansion right under this Section 21.33 shall be in substantially the same condition as they were in on the date of this Amendment, reasonable wear and tear excepted.
c. If Tenant fails to timely deliver the Expansion Notice or fails to execute a mutually agreeable amendment for the Released D2 Premises within ten (10) business days of receipt from Landlord, Tenant shall be deemed to have waived its rights with respect to Released D2 Premises and Landlord shall be entitled, but not required, to lease all or any portion of the Released D2 Premises to any party or parties on such terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such leaseaddition to, and for such rent as Landlord determinesnot a substitute for, all the other rights of first refusal and rights of first offer in its sole discretion, and the Expansion Right shall be of no further force or effect.
d. Notwithstanding any contrary provision of this Lease, the Expansion Right, and any exercise by Tenant of the Expansion Right shall be void and of no effect unless on the date Tenant timely delivers an Expansion Notice to Landlord and on the commencement date of the amendment for the Released D2 Premises (as applicable): (i) this Lease is in full force and effect, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transferee, Tenant shall not have assigned this Lease and Tenant shall not have a sublease or subleases then in effect for more than fifteen percent (15%) of the square footage of the Premises existing immediately prior to the Expansion Dateif any.
Appears in 1 contract
Expansion Right. a. Subject Landlord hereby grants to Tenant, on the provisions terms and conditions set forth below, a right of this Section 4, Tenant shall have a one-time right to expand expansion (the “Expansion Right”) into with respect to space on the entire Released D2 Premises upon first (1st) floor of the following terms and conditions.
b. Tenant shall have the right to expand into the Released D2 Premises effective November 1Building located at 00 Xxxxxxxxx Xxxxx commonly known as Suite 100, 2020 consisting of approximately 6,406 rentable square feet (the “Specific Expansion DateSpace”), as follows:
a. Tenant may only exercise its Expansion Right by providing Landlord with no less than ninety (90) by giving Landlord days advance written notice of Tenant’s exercise of such right (the “Expansion Notice”) of its exercise of the Expansion Right anytime after the Effective Date, but no later than June 1, 2020six (6) months following the Effective Date. If Tenant timely delivers Upon delivery of the Expansion Notice, Tenant’s Expansion Right shall be immediately effective and irrevocable under the terms set forth herein.
b. If Tenant does not exercise its Expansion Right within the time periods specified above, then the Expansion Right shall terminate for the Specific Expansion Space and Landlord shall be free to lease the Specific Expansion Space to anyone on any terms at any time during the Term of the Lease, without any obligation to provide Tenant with a further right to lease that Specific Expansion Space.
c. The Expansion Right shall be personal to the originally named Tenant and shall be exercisable only by the originally named Tenant. The originally named Tenant may exercise the Expansion Right only if that Tenant occupies the Premises originally leased hereunder as of the date of the Expansion Notice. Tenant shall execute an amendment not have the right to lease the Lease incorporating the Released D2 Premises into the Premises upon the terms contained Specific Expansion Space if Tenant is in the material or monetary default under this Lease (including without limitation providing for a Base Rent equal to the Base Rent per rsf of the D2 Remaining Premises beyond all applicable notice and a term that is coterminous with cure periods in the Lease) within ten as of the date of the attempted exercise of the Expansion Right by Tenant or (10) business days following at Landlord’s delivery option) as of the scheduled Delivery Date of the Specific Expansion Space to Tenant of a form therefor. Tenant.
d. If Tenant timely delivers an and validly exercises the Expansion Notice and executes a mutually agreeable amendment for the Released D2 PremisesRight, Landlord shall deliver full possession of the Released D2 PremisesSpecific Expansion Space to Tenant, free of all tenants vacant and occupantsready for any Tenant improvement work, together with Landlord’s Equipment therein at such time, to Tenant on a date selected by Landlord (the Expansion “Delivery Date, which Released D2 Premises shall be in substantially the same condition as they were in on the date of this Amendment, reasonable wear and tear excepted.
c. If Tenant fails to timely deliver the Expansion Notice or fails to execute a mutually agreeable amendment for the Released D2 Premises within ten ”) that is no later than one hundred twenty (10120) business days of receipt from Landlord, Tenant shall be deemed to have waived its rights with respect to Released D2 Premises and Landlord shall be entitled, but not required, to lease all or any portion of the Released D2 Premises to any party or parties on such terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord determines, all in its sole discretion, and the Expansion Right shall be of no further force or effect.
d. Notwithstanding any contrary provision of this Lease, the Expansion Right, and any exercise by Tenant after delivery of the Expansion Right shall be void and of no effect unless on the date Tenant timely delivers an Expansion Notice to Landlord and on the commencement date of the amendment for the Released D2 Premises (as applicable): (i) this Lease is in full force and effect, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transferee, Tenant shall not have assigned this Lease and Tenant shall not have a sublease or subleases then in effect for more than fifteen percent (15%) of the square footage of the Premises existing immediately prior to the Expansion DateNotice.
Appears in 1 contract
Expansion Right. a. Subject to Commencing with the provisions of this Section 4Lease Date and continuing until the Lease Term expires or is earlier terminated, Tenant shall have a one-time right to expand (the “Expansion Right”) into the entire Released D2 Premises upon the following terms and conditions.
b. Tenant Tenant, shall have the right to expand into the Released D2 Premises effective November 1, 2020 (the “Expansion Date”) by giving Landlord written notice of Tenant’s exercise of such right (the “Expansion Notice”) no later than June 1, 2020. If Tenant timely delivers the Expansion Notice, Landlord and Tenant shall execute an amendment to the Lease incorporating the Released D2 Premises into the Premises upon the terms contained in the Lease (including without limitation providing for a Base Rent equal to the Base Rent per rsf of the D2 Remaining Premises and a term that is coterminous with the Lease) within ten (10) business days following Landlord’s delivery to Tenant of a form therefor. If Tenant timely delivers an Expansion Notice and executes a mutually agreeable amendment for the Released D2 Premises, Landlord shall deliver full possession of the Released D2 Premises, free of all tenants and occupants, together with Landlord’s Equipment therein at such time, to Tenant on the Expansion Date, which Released D2 Premises shall be in substantially the same condition as they were in on the date of this Amendment, reasonable wear and tear excepted.
c. If Tenant fails to timely deliver the Expansion Notice or fails to execute a mutually agreeable amendment for the Released D2 Premises within ten (10) business days of receipt from Landlord, Tenant shall be deemed to have waived its rights with respect to Released D2 Premises and Landlord shall be entitled, but not required, to lease all or any portion of the Released D2 Premises available space on the first and second floors of the Building on the same terms and conditions that Landlord has received in a bona fide offer for such a lease ("Subordinate Right of Refusal"); provided, however, that such right to lease is subordinate and secondary to all rights of expansion, rights of first refusal, rights of first offer and other similar rights which Landlord has granted to Triteal Corporation, a Delaware corporation ("Superior Leaseholder") in connection with its lease of a portion of the Project. The rights granted to the Superior Leaseholder in this regard are personal and, upon expiration or termination of such rights, the Subordinate Right of Refusal shall no longer be subordinate to any party other such rights to lease space in the Building. Promptly after Landlord's receipt of a written offer to lease all or parties any portion of the first or second floors of the Building and rejection of such offer by the Superior Leaseholder, Landlord shall deliver to Tenant a copy of such offer. If Tenant elects to exercise its Subordinate Right of Refusal, Tenant must deliver written notice to Landlord within five (5) business days after receipt of a copy of such offer to Landlord. In order to elect to exercise Tenant's Subordinate Right of Refusal, Tenant must deliver written notice of Landlord Initials: EC JN -------------- Tenant Initials: RR 1185557.05-10/1.97 Tenant's election to Landlord within five (5) business days after receipt of a copy of the offer from Landlord and stating in such notice that Tenant is unconditionally committed to enter into a lease on such the same terms and conditionsconditions as contained in the offer. If Tenant fails to timely exercise its Subordinate Right of Refusal or fails to timely notify Landlord within such five (5) business day period, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord determines, all in its sole discretion, and the Expansion Right then Tenant shall be deemed to have declined to exercise its right and Landlord shall be free to enter into a lease of no further force or effect.
d. the portion of the Building specified in the offer. Notwithstanding any contrary other provision of this Lease, the Expansion RightTenant's Subordinate Right of Refusal is personal to Rxxxx'x Restaurants, Inc., a California corporation, and may not be assigned or otherwise transferred to any exercise other person or entity whether by Tenant assignment of the Expansion Right shall be void and of no effect unless on the date Tenant timely delivers an Expansion Notice to Landlord and on the commencement date of the amendment for the Released D2 Premises (as applicable): (i) this Lease or otherwise except in conjunction with a Transfer to an Affiliate. If a Transfer to an Affiliate is made, any and all such Affiliates (or other Affiliates pursuant to future Transfers) shall also be prohibited from assigning the Subordinate Right of Refusal to any other person or entity except in full force and effect, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity conjunction with a Transfer to cure and (iii) except with respect to a Permitted Transferee, Tenant shall not have assigned this Lease and Tenant shall not have a sublease or subleases then in effect for more than fifteen percent (15%) of the square footage of the Premises existing immediately prior to the Expansion Dateanother Affiliate.
Appears in 1 contract
Expansion Right. a. Subject to the provisions of this Section 419, Tenant so long as at least three years remain in the Sublease Term, including the Extension Right, if exercised by Subtenant, Subtenant shall have a one-time an ongoing right to expand of first offer (the “Expansion RightRight of First Offer”) into on any then-available portions of the entire Released D2 Premises second floor of the Building (each, a “ROFO Space”) upon the following terms and conditions.
b. Tenant . This Right of First Offer is subject and subordinate to the right of Sublandlord or any affiliate of Sublandlord to use or occupy such ROFO Space, but no other party holds expansion or first offer or refusal rights to the ROFO Space that are superior to the rights of Subtenant set forth in this Section 19. Sublandlord will notify Subtenant of its plans to market a ROFO Space (the “ROFO Notice”) for lease to any party unrelated to Sublandlord (it being acknowledged and agreed that the Right of First Offer shall not be applicable to space Sublandlord intends to occupy and/or provide to affiliates of Sublandlord), which ROFO Notice shall specify the location and square footage for such ROFO Space, Sublandlord’s estimate of the Fair Market Rent (as defined below) for such ROFO Space, the date of availability of such ROFO Space and all other material terms and conditions which will apply to such ROFO Space. Within ten (10) business days following its receipt of any ROFO Notice, Subtenant shall have the right to expand into accept the Released D2 Premises effective November 1, 2020 same by written notice to Sublandlord (the “Expansion Date”) by giving Landlord written notice of Tenant’s exercise of such right (the “Expansion ROFO Acceptance Notice”) no later than June 1), 2020provided that if Subtenant disputes Sublandlord’s estimate of the Fair Market Rent in the ROFO Acceptance Notice, the Fair Market Rent for such space shall be determined as set forth in Section 20 (as appropriately modified to determine fair market rent for expansion space as opposed to a renewal term). If Tenant Subtenant timely delivers the Expansion a ROFO Acceptance Notice, Landlord Sublandlord and Tenant Subtenant shall execute an amendment to the Lease this Sublease, subject to Prime Landlord approval and consent, incorporating the Released D2 Premises ROFO Space into the Subleased Premises for the remainder of the Sublease Term, as the same may be extended, upon the terms contained in the Lease (including without limitation providing for a Base Rent equal to the Base Rent per rsf of the D2 Remaining Premises and a term that is coterminous with the Lease) ROFO Notice within ten (10) business days following LandlordSublandlord’s delivery to Tenant Subtenant of a form therefortherefor (and if the Sublandlord’s determination of Fair Market Rent was disputed in the ROFO Notice and not agreed to as of the commencement of the term for such ROFO Space, then rent shall be Sublandlord’s determination of Fair Market Rent until the finalization of the Fair Market Rent appraisal, and any change in such rent amount shall be adjusted – with applicable credits or reimbursement for any underpayment or overpayment - thereafter). In no event shall the Fair Market Rent for the ROFO Space be less than the then current Base Rent for the Subleased Premises. If Tenant timely delivers an Expansion Notice and executes a mutually agreeable amendment for the Released D2 Premises, Landlord shall deliver full possession of the Released D2 Premises, free of all tenants and occupants, together with Landlord’s Equipment therein at such time, to Tenant on the Expansion Date, which Released D2 Premises shall be in substantially the same condition as they were in on the date of this Amendment, reasonable wear and tear excepted.
c. If Tenant Subtenant fails to timely deliver the Expansion a ROFO Acceptance Notice within said ten (10) business day period or fails to execute a mutually agreeable Sublandlord’s form of amendment for the Released D2 Premises such ROFO Space within ten (10) business days of receipt from LandlordSublandlord of the same, Tenant Subtenant shall be deemed to have waived its rights with respect to Released D2 Premises a ROFO Space and Landlord Sublandlord shall be entitled, but not required, to lease all or any portion of the Released D2 Premises such ROFO Space to any party or parties on such terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord Sublandlord determines, all in its sole discretion, and the Expansion Right of First Offer with respect to such ROFO Space in such ROFO Notice shall be of no further force or effect.
d. . Notwithstanding any contrary provision of this LeaseSublease, the Expansion Rightany Right of First Offer, and any exercise by Tenant Subtenant of the Expansion any Right of First Offer shall be void and of no effect unless on the date Tenant Subtenant timely delivers an Expansion a ROFO Acceptance Notice to Landlord Sublandlord and on the commencement date of the amendment for the Released D2 Premises a ROFO Space (as applicable): (i) this Lease Sublease is in full force and effect, (ii) no Event of Default default has occurred under this Lease Sublease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transferee, Tenant Subtenant shall not have assigned this Lease Sublease, except as may be assigned through a Permitted Transfer, and Tenant there shall not have a be any sub-sublease or sub-subleases then in effect except for more than fifteen percent Permitted Transfers. Subtenant acknowledges and agrees that Subtenant’s Right of First Offer with respect to any space that is not subject to a third-party lease on the date hereof (15%the “Vacant Space”) shall not be of any force or effect until such time as such Vacant Space has been initially leased to a third-party tenant after the date hereof and such lease (and any rights held by such tenant in any part of the square footage Building consisting of the Premises existing immediately prior to the Expansion Datea ROFO Space) has subsequently expired.
Appears in 1 contract
Samples: Sublease (Chiasma, Inc)
Expansion Right. a. Subject Provided that all or any portion of the remainder of Floor is vacant and not subject to any sublease entered into in accordance with the provisions hereof, in the event, from time to time, that Subtenant desires to sublease all or any portion of this Section 4the remainder of the Floor, Tenant Subtenant shall have a one-time right to expand (the “Expansion Right”) into the entire Released D2 Premises upon the following terms and conditions.
b. Tenant shall have the right to expand into the Released D2 Premises effective November 1, 2020 (the “Expansion Date”) by giving Landlord written notice of Tenant’s exercise of such right so notify Sublandlord in writing (the “Expansion Notice”) no later than June 1specifying the space contiguous to the Subleased Premises that it wishes to occupy (the “Expansion Space”). The location and size of the Expansion Space shall be subject to the approval of the Sublandlord, 2020which approval shall not be unreasonably withheld or delayed; provided, however, that if required by the terms of the Loan Agreement between the Master Landlord and Mortgage Lender or the Mezzanine Loan Agreement between the Master Landlord and Mezzanine Lender, Sublandlord’s approval of the Expansion Space shall be subject to the approval of Mortgage Lender or Mezzanine Lender (as applicable). Sublandlord shall use its reasonable best efforts to obtain the approval of Mortgage Lender or Mezzanine Lender (as applicable). If Tenant timely delivers Sublandlord’s approval of the Expansion Space is not subject to the approval of Mortgage Lender or Mezzanine Lender, then Sublandlord shall grant its approval of the Expansion Space on or before the date that is five (5) Business Days after Sublandlord’s receipt of the Expansion Notice. If Sublandlord’s approval is subject to the approval of Mortgage Lender or Mezzanine Lender, then Sublandlord shall grant its approval (or provide notice of disapproval) of the Expansion Space on or before the date that is five (5) Business Days after Sublandlord’s receipt of such approval (or disapproval) from Mortgage Lender or Mezzanine Lender (as applicable). On or before thirty (30) days after the date on which Subtenant receives Sublandlord’s approval of the Expansion Space, Sublandlord shall prepare, and Subtenant and Sublandlord shall execute and deliver to one another, an amendment to this Sublease reasonably satisfactory to both parties, increasing the size of the Subleased Premises by the Expansion Space, to be effective upon execution by both parties. The Expansion Space will be included in the Subleased Premises, at the same per square foot rate for Rent as is then applicable to the Subleased Premises and upon the same terms and conditions as this Sublease. Sublandlord shall not be obligated to construct any improvements in the Expansion Space or otherwise perform any work to prepare the Expansion Space for Subtenant’s occupancy unless otherwise agreed upon by the parties, except that Sublandlord shall, at its sole cost and expense, remove any demising walls between the Subleased Premises and the Expansion Space and, if requested by Subtenant in the Expansion Notice, Landlord and Tenant shall execute an amendment construct any demising wall necessary to separate the Lease incorporating the Released D2 Subleased Premises into the Premises upon the terms contained in the Lease (including without limitation providing for a Base Rent equal to the Base Rent per rsf of the D2 Remaining Premises and a term that is coterminous with the LeaseExpansion Space) within ten (10) business days following Landlord’s delivery to Tenant of a form therefor. If Tenant timely delivers an Expansion Notice and executes a mutually agreeable amendment for the Released D2 Premises, Landlord shall deliver full possession of the Released D2 Premises, free of all tenants and occupants, together with Landlord’s Equipment therein at such time, to Tenant from any remaining space on the Expansion Date, which Released D2 Premises shall be Floor in substantially the same condition as they were in on the date of this Amendment, reasonable wear accordance with Sections 10(d) and tear excepted10(e) below.
c. If Tenant fails to timely deliver the Expansion Notice or fails to execute a mutually agreeable amendment for the Released D2 Premises within ten (10) business days of receipt from Landlord, Tenant shall be deemed to have waived its rights with respect to Released D2 Premises and Landlord shall be entitled, but not required, to lease all or any portion of the Released D2 Premises to any party or parties on such terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord determines, all in its sole discretion, and the Expansion Right shall be of no further force or effect.
d. Notwithstanding any contrary provision of this Lease, the Expansion Right, and any exercise by Tenant of the Expansion Right shall be void and of no effect unless on the date Tenant timely delivers an Expansion Notice to Landlord and on the commencement date of the amendment for the Released D2 Premises (as applicable): (i) this Lease is in full force and effect, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transferee, Tenant shall not have assigned this Lease and Tenant shall not have a sublease or subleases then in effect for more than fifteen percent (15%) of the square footage of the Premises existing immediately prior to the Expansion Date.
Appears in 1 contract
Expansion Right. a. Subject to the provisions of this Section 4So long as Tenant is not in default hereunder, Tenant shall have a one-time the right to expand (the “"Expansion Right”Option") into to lease the entire Released D2 Premises upon Expansion Space (as that term is hereinafter defined) at any time or from time to time during the Term of this Lease pursuant to and in accordance with the following terms and conditions:
a. The Expansion Space shall mean, individually or collectively, Suites 750, 760 and 780 in the Building.
b. Tenant shall have the right to expand into the Released D2 Premises effective November 1, 2020 provide Landlord with six (the “Expansion Date”6) by giving Landlord written months prior notice of Tenant’s its election to exercise of such right (the “Expansion Notice”) no later than June 1Option. Should Tenant exercise the Expansion Option, 2020. If Tenant timely the Expansion Space shall be added to this Lease from and after the date Landlord delivers the Expansion NoticeSpace to Tenant, or such earlier date to which Landlord and Tenant may mutually agree, through the last day of the Term, as the same may be extended. The Expansion Space shall execute an amendment be subject to the Lease incorporating the Released D2 Premises into the Premises upon the all terms contained in the Lease (and provisions of this Lease, including without limitation providing for a Base Rent (on a per square foot basis), and Additional Rent then in effect for the Premises.
c. Landlord shall provide to Tenant a tenant improvement allowance for the Expansion Space in an amount equal to the Base Rent per rsf product of the D2 Remaining Premises Tenant Improvement Allowance (on a rentable square foot basis) times the rentable square footage of the Expansion Space times a fraction, the numerator of which is the number of full calendar months remaining in the initial Term of the Lease and a term that the denominator of which is coterminous with 132.
d. If the Lease) Expansion Space is currently occupied, Landlord shall relocate the tenant pursuant to the terms of its lease. In the event Landlord must relocate any tenant within the affected Expansion Space, Tenant agrees to pay all reasonable relocation costs incurred by Landlord in relocating such tenant, including restoration or improvements costs for the relocated space of such tenant. Landlord will inform Tenant of Landlord's reasonable estimate of the proposed relocation costs prior to effecting the relocation and Tenant shall have the opportunity to revoke its exercise of the Expansion Option by notice to Landlord within ten (10) business days following Landlord’s delivery to Tenant of a form therefor. If Tenant timely delivers an Expansion Notice and executes a mutually agreeable amendment for the Released D2 Premises, Landlord shall deliver full possession Tenant's receipt of the Released D2 Premisesaforesaid relocation costs estimate.
e. Notwithstanding anything to the contrary, free Tenant's Expansion Option shall be subject to the rights of all any existing tenants and occupants, together with Landlord’s Equipment therein at such time, to Tenant on in any of the Expansion Date, which Released D2 Premises Space (including any renewal rights thereunder). Landlord hereby agrees that it shall be include a relocation provision in substantially the same condition as they were in on the date of this Amendment, reasonable wear and tear excepted.
c. If Tenant fails to timely deliver the Expansion Notice or fails to execute a mutually agreeable amendment each new lease entered into for the Released D2 Premises within ten (10) business days of receipt from Landlord, Tenant shall be deemed to have waived its rights with respect to Released D2 Premises and Landlord shall be entitled, but not required, to lease all or any portion of the Released D2 Premises to any party or parties on such terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord determines, all in its sole discretion, and the Expansion Right shall be of no further force or effectSpace.
d. Notwithstanding any contrary provision of this Lease, the Expansion Right, and any exercise by Tenant of the Expansion Right shall be void and of no effect unless on the date Tenant timely delivers an Expansion Notice to Landlord and on the commencement date of the amendment for the Released D2 Premises (as applicable): (i) this Lease is in full force and effect, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transferee, Tenant shall not have assigned this Lease and Tenant shall not have a sublease or subleases then in effect for more than fifteen percent (15%) of the square footage of the Premises existing immediately prior to the Expansion Date.
Appears in 1 contract
Samples: Lease Agreement (Simmons Co /Ga/)
Expansion Right. a. Subject to the provisions of this Section 4Provided Tenant is not in default hereunder beyond any permitted notice or cure period, Tenant shall have a one-time the ongoing right during the Term of this Lease, to expand lease any Vacant Space (as defined in Section 30a above) in the Building (the “Expansion Right”) into subject to the entire Released D2 Premises upon the following terms and conditions.following:
b. (i) Tenant shall have the right to expand into the Released D2 Premises effective November 1, 2020 (the “Expansion Date”) by giving provide Landlord with written notice of Tenant’s its exercise of such right the Expansion Right (the “Expansion Notice”), which Expansion Notice shall identify not less than 6,400 square feet of Vacant Space (the “Expansion Space”) and shall identify an effective date of the expansion to commence no later than June the earlier of (1, 2020. If Tenant timely delivers ) sixty (60) days following the delivery of the Expansion Notice, Landlord and Tenant shall execute an amendment to the Lease incorporating the Released D2 Premises into the Premises upon the terms contained in the Lease or (including without limitation providing for a Base Rent equal to the Base Rent per rsf of the D2 Remaining Premises and a term that is coterminous with the Lease2) within ten (10) business days following Landlord’s delivery to Tenant of a form therefor. If Tenant timely delivers an Expansion Notice and executes a mutually agreeable amendment for the Released D2 Premises, Landlord shall deliver full possession of the Released D2 Premises, free of all tenants and occupants, together with Landlord’s Equipment therein at such time, to Tenant on the Expansion Date, which Released D2 Premises shall be in substantially the same condition as they were in on the date of this Amendment, reasonable wear and tear excepted.
c. If Tenant fails to timely deliver the Expansion Notice or fails to execute a mutually agreeable amendment for the Released D2 Premises within ten (10) business days of receipt from Landlord, Tenant shall be deemed to have waived its rights with respect to Released D2 Premises and Landlord shall be entitled, but not required, to lease all or occupies any portion of the Released D2 Premises to any party or parties on such terms and conditions, including, without limitation, options to extend Expansion Space for the term conduct of such lease and/or expand the premises under such lease, and Tenant’s business;
(ii) The rental rate for such rent as Landlord determines, all in its sole discretion, and the Expansion Right shall be Space in the event of no further force or effect.
d. Notwithstanding any contrary provision of this Lease, the Expansion Right, and any Tenant’s exercise by Tenant of the Expansion Right shall be void at the then current rental rate per rentable square foot in effect under this Lease, and of no effect unless on the date Tenant timely delivers an Expansion Notice to Landlord all other terms and on the commencement date conditions of the amendment for Lease shall apply to the Released D2 Premises (as applicable): (i) this Lease is in full force and effectExpansion Space; provided, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transfereehowever, Tenant shall not have assigned this Lease agrees and Tenant shall not have a sublease or subleases then acknowledges that Landlord may be required to construct and create additional Common Area in effect for more than fifteen percent (15%) of the Building to accommodate Tenant’s Expansion Right, and in such event, the rentable square footage of the Premises existing immediately prior Expansion Space will be increased in proportion to the total amount of square footage encompassed by such additional Common Area.
(iii) In the event of any conflict between Tenant’s Expansion DateRight and Tenant’s Right of First Refusal as set forth in Section 30a above, the provisions of Section 30a shall control; it being the intent of the parties that a Proposal (as defined in Section 30a(i) above) for any Vacant Space in the Building shall render Tenant’s Expansion Right for such Vacant Space ineffective during the period subsequent to the Proposal and until the end of the tenancy of the proposed tenant making the Proposal, or if the space is not leased pursuant to the Proposal, until the earlier of the end of the one hundred eighty (180) day period described in Section 30a.iv. above or the prospective tenant affirmatively decides it will not lease the space subject to the Proposal.
Appears in 1 contract
Samples: Lease Agreement (Tengion Inc)
Expansion Right. a. Subject to the provisions of this Section 439, each time after the date of this Lease through March 1, 2012 (“Expansion Right Expiration Date”), that Landlord intends to accept a written proposal (a “Pending Deal”) to lease the Expansion Space, Landlord shall deliver to Tenant written notice of the existence of such Pending Deal (a “Pending Deal Notice”). For purposes of this Section 39(a), “Expansion Space” shall mean any space in the Building which is not occupied by a tenant or which is occupied by a then-existing tenant whose lease is expiring within 6 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. Tenant shall be entitled to exercise its right under this Section 39(a) only with respect to the entire Expansion Space subject to the Pending Deal. Within 10 business days after Tenant’s receipt of the Pending Deal Notice, Tenant shall have a one-time deliver to Landlord written notice (the “Space Acceptance Notice”) if Tenant elects to lease the Expansion Space. Tenant’s right to expand (receive the Pending Deal Notice and election to lease or not lease the Expansion Space pursuant to this Section 39(a) is hereinafter referred to as the “Expansion Right”.” If Tenant elects to lease the Expansion Space by delivering a Space Acceptance Notice within the required 10 business day period, Tenant shall be deemed to agree to lease the Expansion Space on the same terms and conditions as this Lease, except that (i) into the entire Released D2 Premises term of the lease with respect to the Expansion Space shall commence upon the following terms and conditions.
b. substantial completion by Landlord of the tenant improvements within the Expansion Space (“Expansion Space Tenant Improvements”); (ii) Tenant shall have the right continue to expand into the Released D2 Premises effective November 1, 2020 (the “Expansion Date”) by giving Landlord written notice of Tenant’s exercise of such right (the “Expansion Notice”) no later than June 1, 2020. If Tenant timely delivers the Expansion Notice, Landlord and Tenant shall execute an amendment to the Lease incorporating the Released D2 Premises into the Premises upon the terms contained in the Lease (including without limitation providing for a pay Base Rent equal to the Base Rent per rsf of the D2 Remaining Premises and a term that is coterminous with the Lease) within ten (10) business days following Landlord’s delivery to Tenant of a form therefor. If Tenant timely delivers an Expansion Notice and executes a mutually agreeable amendment for the Released D2 Premisesoriginal Premises as provided for in this Lease and, Landlord shall deliver full possession of the Released D2 Premisesin addition thereto, free of all tenants and occupants, together with Landlord’s Equipment therein at such time, to Tenant on the Expansion Date, which Released D2 Premises shall be in substantially the same condition as they were in beginning on the date of this Amendment, reasonable wear and tear excepted.
c. If Tenant fails to timely deliver Substantial Completion of the Expansion Notice or fails to execute a mutually agreeable amendment Space Tenant Improvements, Tenant shall pay Base Rent for the Released D2 Expansion Space at the then current monthly Base Rent per rentable square foot payable for the original Premises (as the same is adjusted from time to time pursuant to Section 4 of this Lease); (iii) Tenant’s Share of the Building and Tenant’s Share of the Project with respect to the Expansion Space shall be proportionately adjusted; (iv) the Expansion Space Tenant Improvements shall be constructed in accordance with a work letter between the parties (“Expansion Space Work Letter”) entered into as part of the lease amendment or lease agreement required under Section 39(b); (v) Landlord shall, subject to the terms of the Expansion Space Work Letter, provide a tenant improvement allowance (“Expansion Space TI Allowance”) for the construction of the Expansion Space Tenant Improvements in an amount not to exceed $20.00 per rentable square foot of the Expansion Space; and (vi) Tenant shall commence paying Base Rent and Tenant’s Share of Operating Expenses with respect to the Expansion Space upon the earlier of delivery of the Expansion Space to Tenant with the Expansion Space Tenant Improvements substantially completed or the date Landlord could have delivered the Expansion Premises but for delays caused by Tenant. Tenant’s failure to deliver a Space Acceptance Notice to Landlord within ten (10) the required 10 business days of receipt from Landlordday period shall be deemed to be an election by Tenant not to exercise Tenant’s Expansion Right with respect to the Expansion Space, in which case Tenant shall be deemed to have waived its rights with respect right to Released D2 Premises lease the Expansion Space and Landlord shall be entitled, but not required, have the right to lease all the Expansion Space to the third party subject to the Pending Deal (or an affiliate of such third party)(“Pending Deal Party”) on any portion of the Released D2 Premises to any party or parties on such terms and conditionsconditions acceptable to Landlord. Notwithstanding the foregoing, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord determines, all in its sole discretion, and the Tenant’s Expansion Right shall be of no further force or effect.
d. Notwithstanding any contrary provision of this Lease, restored if Landlord fails to enter into an agreement to lease the Expansion RightSpace to the Pending Deal Party within 6 months after Landlord’s delivery of the Pending Deal Notice to Tenant; provided, and any exercise by Tenant of however, that is no event shall the Expansion Right shall be void and of no effect unless on the date Tenant timely delivers an Expansion Notice to Landlord and on the commencement date of the amendment for the Released D2 Premises (as applicable): (i) this Lease is in full force and effect, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured continue after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transferee, Tenant shall not have assigned this Lease and Tenant shall not have a sublease or subleases then in effect for more than fifteen percent (15%) of the square footage of the Premises existing immediately prior to the Expansion Right Expiration Date.
Appears in 1 contract
Samples: Lease Agreement (Prothena Corp PLC)
Expansion Right. a. Subject to the provisions of this Section 419 , Tenant so long as at least three years remain in the Sublease Term, including the Extension Right, if exercised by Subtenant, Subtenant shall have a one-time an ongoing right to expand of first offer (the “Expansion RightRight of First Offer”) into on any then-available portions of the entire Released D2 Premises second floor of the Building (each, a “ROFO Space”) upon the following terms and conditions.
b. Tenant . This Right of First Offer is subject and subordinate to the right of Sublandlord or any affiliate of Sublandlord to use or occupy such ROFO Space, but no other party holds expansion or first offer or refusal rights to the ROFO Space that are superior to the rights of Subtenant set forth in this Section 19. Sublandlord will notify Subtenant of its plans to market a ROFO Space (the “ROFO Notice”) for lease to any party unrelated to Sublandlord (it being acknowledged and agreed that the Right of First Offer shall not be applicable to space Sublandlord intends to occupy and/or provide to affiliates of Sublandlord), which ROFO Notice shall specify the location and square footage for such ROFO Space, Sublandlord’s estimate of the Fair Market Rent (as defined below) for such ROFO Space, the date of availability of such ROFO Space and all other material terms and conditions which will apply to such ROFO Space. Within ten (10) business days following its receipt of any ROFO Notice, Subtenant shall have the right to expand into accept the Released D2 Premises effective November 1, 2020 same by written notice to Sublandlord (the “Expansion Date”) by giving Landlord written notice of Tenant’s exercise of such right (the “Expansion ROFO Acceptance Notice”) no later than June 1); provided that if Subtenant disputes Sublandlord’s estimate of the Fair Market Rent in the ROFO Acceptance Notice, 2020the Fair Market Rent for such space shall be determined as set forth in Section 20 (as appropriately modified to determine fair market rent for expansion space as opposed to a renewal term). If Tenant Subtenant timely delivers the Expansion a ROFO Acceptance Notice, Landlord Sublandlord and Tenant Subtenant shall execute an amendment to the Lease this Sublease, subject to Prime Landlord approval and consent, incorporating the Released D2 Premises ROFO Space into the Subleased Premises for the remainder of the Sublease Term, as the same may be extended, upon the terms contained in the Lease (including without limitation providing for a Base Rent equal to the Base Rent per rsf of the D2 Remaining Premises and a term that is coterminous with the Lease) ROFO Notice within ten (10) business days following LandlordSublandlord’s delivery to Tenant Subtenant of a form therefortherefor (and if the Sublandlord’s determination of Fair Market Rent was disputed in the ROFO Notice and not agreed to as of the commencement of the term for such ROFO Space, then rent shall be Sublandlord’s determination of Fair Market Rent until the finalization of the Fair Market Rent appraisal, and any change in such rent amount shall be adjusted - with applicable credits or reimbursement for any underpayment or overpayment - thereafter). In no event shall the Fair Market Rent for the ROFO Space be less than the then current Base Rent for the Subleased Premises. If Tenant timely delivers an Expansion Notice and executes a mutually agreeable amendment for the Released D2 Premises, Landlord shall deliver full possession of the Released D2 Premises, free of all tenants and occupants, together with Landlord’s Equipment therein at such time, to Tenant on the Expansion Date, which Released D2 Premises shall be in substantially the same condition as they were in on the date of this Amendment, reasonable wear and tear excepted.
c. If Tenant Subtenant fails to timely deliver the Expansion a ROFO Acceptance Notice within said ten (10) business day period or fails to execute a mutually agreeable Sublandlord’s form of amendment for the Released D2 Premises such ROFO Space within ten (10) business days of receipt from Landlord, Tenant Sublandlord of the same. Subtenant shall be deemed to have waived its rights with respect to Released D2 Premises a ROFO Space and Landlord Sublandlord shall be entitled, but not required, to lease all or any portion of the Released D2 Premises such ROFO Space to any party or parties on such terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord Sublandlord determines, all in its sole discretion, and the Expansion Right of First Offer with respect to such ROFO Space in such ROFO Notice shall be of no further force or effect.
d. . Notwithstanding any contrary provision of this LeaseSublease, the Expansion Rightany Right of First Offer, and any exercise by Tenant Subtenant of the Expansion any Right of First Offer shall be void and of no effect unless on the date Tenant Subtenant timely delivers an Expansion a ROFO Acceptance Notice to Landlord Sublandlord and on the commencement date of the amendment for the Released D2 Premises a ROFO Space (as applicable): (i) this Lease Sublease is in full force and effect, (ii) no Event of Default default has occurred under this Lease Sublease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transferee, Tenant Subtenant shall not have assigned this Lease Sublease, except as may be assigned through a Permitted Transfer, and Tenant there shall not have a be any sub-sublease or sub-subleases then in effect except for more than fifteen percent Permitted Transfers. Subtenant acknowledges and agrees that Subtenant’s Right of First Offer with respect to any space that is not subject to a third-party lease on the date hereof (15%the “Vacant Space”) shall not be of any force or effect until such time as such Vacant Space has been initially leased to a third-party tenant after the date hereof and such tease (and any rights held by such tenant in any part of the square footage Building consisting of the Premises existing immediately prior to the Expansion Datea ROFO Space) has subsequently expired.
Appears in 1 contract
Samples: Sublease (Chiasma, Inc)
Expansion Right. a. Subject Landlord hereby grants to Tenant, on the provisions terms and conditions set forth below, a right of this Section 4, Tenant shall have a one-time right to expand expansion (the “Expansion Right”) into with respect to the entire Released D2 Premises upon spaces, on the first (1st) floor of the Building located at 00 Xxxxxxxxx Xxxxx commonly known as Xxxxx 000 xxx Xxxxx 000, consisting of approximately 9,449 rentable square feet and 7,855 rentable square feet, respectively (each a “Specific Expansion Space”). As of the date of this Lease Suite 110 is occupied by FLIR with a lease in effect that will expire on December 31, 2015 and Suite 120 is occupied by The Towbes Group, Inc. with a lease in effect that will expire on September 30, 2015 (the “Current Tenants”). The Expansion Right can be exercised on the Specific Expansion Spaces collectively or separately in accordance to the following terms and conditions.:
b. a. Tenant shall have the right to expand into the Released D2 Premises effective November 1, 2020 (the “may only exercise its Expansion Date”) Right by giving providing Landlord with written notice of Tenant’s exercise of such right (the “Expansion Notice”) of its exercise of the Expansion Right any time after the Effective Date, but no later than June 1, 2020six (6) months following the Effective Date. If Tenant timely delivers Upon delivery of the Expansion Notice, Tenant’s Expansion Right shall be immediately effective and irrevocable for the relevant Specific Expansion Space(s) under the terms set forth herein.
b. If Tenant does not exercise its Expansion Right within the time periods specified above, then the Expansion Right shall terminate for the Specific Expansion Space(s) and Landlord shall be free to lease the Specific Expansion Space(s) to anyone on any terms at any time during the Term of the Lease, without any obligation to provide Tenant with a further right to lease the Specific Expansion Space(s). Landlord’s Initials /s/ [ILLEGIBLE] Tenant’s Initials /s/ BD, /s/ BL
c. The Expansion Right shall be personal to the originally named Tenant and shall be exercisable only by the originally named Tenant. The originally named Tenant may exercise the Expansion Right only if that Tenant occupies the Premises originally leased hereunder as of the date of the Expansion Notice. Tenant shall execute an amendment not have the right to the Lease incorporating the Released D2 Premises into the Premises upon the terms contained lease a Specific Expansion Space if Tenant is in the material or monetary default under this Lease (including without limitation providing for a Base Rent equal to the Base Rent per rsf of the D2 Remaining Premises beyond all applicable notice and a term that is coterminous with cure periods in the Lease) within ten as of the date of the attempted exercise of the Expansion Right by Tenant or (10) business days following at Landlord’s delivery option) as of the scheduled Delivery Date of the Specific Expansion Space(s) to Tenant of a form therefor. Tenant.
d. If Tenant timely delivers an and validly exercises the Expansion Notice and executes a mutually agreeable amendment for the Released D2 PremisesRight, Landlord shall deliver full possession of the Released D2 PremisesSpecific Expansion Space(s) to Tenant, free of all tenants vacant and occupantsready for any Tenant improvement work, together with Landlord’s Equipment therein at such time, on a date selected by Landlord (the “Delivery Date”) that is no later than one hundred twenty (120) days after the date upon which the Current Tenants vacate their respective suites. Landlord shall not be liable to Tenant or otherwise be in default under this Lease if Landlord is unable to deliver the Specific Expansion Space(s) to Tenant on the Expansion Date, which Released D2 Premises shall be in substantially projected Delivery Date due to the same condition as they were in on the date failure of this Amendment, reasonable wear and tear excepted.
c. If Tenant fails any other tenant to timely deliver the Expansion Notice or fails to execute a mutually agreeable amendment for the Released D2 Premises within ten (10) business days of receipt from Landlord, Tenant shall be deemed to have waived its rights with respect to Released D2 Premises vacate and Landlord shall be entitled, but not required, to lease all or any portion of the Released D2 Premises to any party or parties on such terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord determines, all in its sole discretion, and the Expansion Right shall be of no further force or effect.
d. Notwithstanding any contrary provision of this Lease, the Expansion Right, and any exercise by Tenant of the Expansion Right shall be void and of no effect unless on the date Tenant timely delivers an Expansion Notice surrender to Landlord and on the commencement date of the amendment for the Released D2 Premises (as applicable): (i) this Lease is in full force and effect, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transferee, Tenant shall not have assigned this Lease and Tenant shall not have a sublease or subleases then in effect for more than fifteen percent (15%) of the square footage of the Premises existing immediately prior to the Specific Expansion DateSpaces(s).
Appears in 1 contract
Expansion Right. a. Subject to If at any time during the provisions term, the remainder of this Section 4third floor of the Building consisting of 5,701 square feet depicted on Exhibit "B", Tenant shall have a one-time right to expand attached hereto and incorporated herein (the “"Expansion Right”Space"), shall be vacated and available for rent, so long as Tenant is not in default beyond any applicable notice and cure periods at the time that Tenant exercises the Expansion Right (as hereinafter defined) into or at the entire Released D2 Premises upon time that the following terms and conditions.
b. Expansion Term (as hereinafter defined) commences, Tenant shall have the right to expand into the Released D2 Premises effective November 1, 2020 (the “"Expansion Date”Right") by giving Landlord written notice of Tenant’s exercise of such right (the “Expansion Notice”) no later than June 1, 2020. If Tenant timely delivers to lease the Expansion NoticeSpace on the same terms and conditions set forth in the Original Lease, Landlord and Tenant shall execute an amendment to the Lease incorporating the Released D2 Premises into as amended hereby, for the Premises upon on the terms contained in the Lease (including without limitation providing for a Base Rent equal to the Base Rent per rsf third floor of the D2 Remaining Premises and a term that is coterminous with the Lease) within ten (10) business days following Landlord’s delivery to Tenant of a form thereforBuilding. If Tenant timely delivers an Expansion Notice and executes a mutually agreeable amendment for the Released D2 Premises, Landlord shall deliver full possession of the Released D2 Premises, free of all tenants and occupants, together with Landlord’s Equipment therein at such time, to Tenant on the Expansion Date, which Released D2 Premises shall be in substantially the same condition as they were in on the date of this Amendment, reasonable wear and tear excepted.
c. If Tenant fails to timely deliver exercise the Expansion Notice Right in a written notice to Landlord within thirty (30) days after Landlord notifies (the "Expansion Notice") Tenant in writing that the Expansion Space is vacant and available for rent or fails is expected to execute a mutually agreeable amendment be vacant and available for rent within not more than 270 days from the Released D2 Premises within ten (10) business days date of receipt from Landlordsuch notice, Tenant shall be deemed to have waived its rights elected not to exercise the Expansion Right. If Tenant timely exercises the Expansion Right pursuant to the terms and conditions hereof, the term (the "Expansion Term") of the Original Lease, as amended hereby, with respect to Released D2 the Expansion Space shall commence on the earlier of (a) the date Tenant commences operations in the Expansion Space, or (b) the later of (i) one hundred twenty (120) days from the date of Tenant's receipt of the Expansion Notice, or (ii) the date Landlord delivers exclusive possession of the Premises and Landlord to Tenant. The Expansion Term shall end simultaneously with the expiration or earlier termination of the Original Lease, as amended hereby. The monthly Fixed Minimum Rent with respect to the Premises, as amended to include the Expansion Space, shall be entitled, but not required, determined by adding (x) the monthly Fixed Minimum Rent that would otherwise be applicable pursuant to lease all or any portion the terms and conditions of the Released D2 Premises Original Lease, as amended hereby, plus (y) the product of (i) the applicable Third Floor Rental Rate (as defined below) times (ii) 5,701. Notwithstanding anything to any party or parties on such terms and conditionsthe contrary in the Original Lease, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord determines, all in its sole discretion, and the Expansion Right shall be of no further force or effect.
d. Notwithstanding any contrary provision of this Leaseamended hereby, the Expansion Right, and any exercise by Tenant of the Expansion Right Space shall be void and of no effect unless on the date Tenant timely delivers an Expansion Notice to Landlord and on the commencement date of the amendment for the Released D2 Premises (as applicable): (i) this Lease is in full force and effect, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transferee, Tenant shall not have assigned this Lease and Tenant shall not have a sublease or subleases then in effect for more than fifteen percent (15%) of the square footage of the Premises existing immediately prior to the Expansion Date.be
Appears in 1 contract
Samples: Lease (Universal Access Inc)
Expansion Right. a. Subject to (a) Tenant not being in default beyond applicable notice and cure periods at the provisions time of exercise or at the time of its expansion (as described in this Section 4paragraph); (b) Tenant occupying the Premises (excluding the Suite 320 Premises) originally demised hereunder; (c) the rights of other tenants within the Building which are granted prior to the date hereof; and (d) such limitations as are imposed by other tenant leases executed prior to the date hereof (or any renewal option(s) in such tenants’ leases which may be granted after the date hereof), Landlord shall notify Tenant with regard to space that is or Landlord expects to become vacant and available for lease in the Building, and Landlord shall propose to Tenant the basic economic terms upon which Landlord would be prepared to entertain the negotiation of a new lease for such space (on all of the same terms and conditions as are set forth in this Lease, except as otherwise specified by Landlord) or an amendment to this Lease with which the parties would add such space to the description of the “Premises,” in either case for a term which would be coterminous with this Lease, and which economic terms shall include the estimated date that the space shall be available for delivery, the Fixed Rent and the tenant allowance (if any) to be furnished to Tenant, whereupon Tenant shall have a one-time right to expand fifteen (the “Expansion Right”15) into the entire Released D2 Premises upon the following terms and conditions.
b. Tenant shall have the right to expand into the Released D2 Premises effective November 1, 2020 (the “Expansion Date”) by giving Landlord written notice of Tenant’s exercise of such right (the “Expansion Notice”) no later than June 1, 2020. If Tenant timely delivers the Expansion Notice, Landlord and Tenant shall execute an amendment to the Lease incorporating the Released D2 Premises into the Premises upon the terms contained in the Lease (including without limitation providing for a Base Rent equal to the Base Rent per rsf of the D2 Remaining Premises and a term that is coterminous with the Lease) within ten (10) business days next following Landlord’s delivery of such notice within which to accept such terms, time being of the essence. Should Tenant accept such terms as are specified by Landlord, the parties shall negotiate the terms of a new lease, or an amendment to this Lease, to memorialize their agreement. In the absence of any further agreement by the parties, such additional space shall be delivered in “AS-IS” condition, and Rent for such additional space shall commence on that date which is the earlier of: (x) Tenant’s commencement of business operations in such space, and (y) thirty (30) days after Landlord delivers such additional space to Tenant free of a form thereforother tenants and occupants. If Tenant timely delivers an Expansion Notice shall not accept Landlord’s terms within such fifteen (15) day period, or if the parties shall not have executed and executes delivered a mutually agreeable satisfactory new lease or lease amendment for within thirty (30) days next following Landlord’s original notice under this Section, then Landlord may, at its discretion, lease such space to a third party (so long as Landlord does not decrease the Released D2 Premiseseconomic terms by an amount equal to or greater than ten percent (10%) of the total economic terms set forth in Landlord’s notice given to Tenant under this Section), provided that if Landlord has no leased such space within one (1) year thereafter, and Tenant provides written notice to Landlord that it may have interest in such space, then Landlord shall deliver full possession of the Released D2 Premises, free of all tenants and occupants, together with Landlord’s Equipment therein at be obligated again to offer such time, space to Tenant on the Expansion Date, which Released D2 Premises shall be terms set forth in substantially the same condition as they were in on the date of this Amendment, reasonable wear and tear excepted.
c. If Tenant fails to timely deliver the Expansion Notice or fails to execute a mutually agreeable amendment for the Released D2 Premises within ten (10) business days of receipt from LandlordSection. In addition, Tenant shall be deemed to have waived retain its rights hereunder with respect to Released D2 Premises and Landlord any space that becomes vacant in the Building that was not covered by Landlord’s notice given to Tenant pursuant to this Section. Tenant’s rights hereunder shall be entitled, but not required, include the right to lease less than all or any portion of the Released D2 Premises space identified in Landlord’s notice. Anything herein contained to the contrary notwithstanding, Landlord may at any time modify or extend any existing or future tenant lease, or choose to use any space that is or about to become vacant within the Building for marketing or property management purposes, without in any such case notifying or offering such space to Tenant, or giving rise to any party or parties on such terms and conditions, including, without limitation, options to extend the term right of such lease and/or expand the premises under such lease, and for such rent as Landlord determines, all Tenant hereunder. Nothing contained in its sole discretion, and the Expansion Right shall this paragraph 9 is intended nor may anything herein be of no further force or effect.
d. Notwithstanding any contrary provision of this Lease, the Expansion Right, and any exercise relied upon by Tenant of the Expansion Right shall be void and of no effect unless on the date Tenant timely delivers an Expansion Notice to as a representation by Landlord and on the commencement date of the amendment for the Released D2 Premises (as applicable): (i) this Lease is in full force and effect, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transferee, Tenant shall not have assigned this Lease and Tenant shall not have a sublease or subleases then in effect for more than fifteen percent (15%) of the square footage of the Premises existing immediately prior to the Expansion Dateavailability of expansion space within the Building at any time.
Appears in 1 contract
Expansion Right. a. Subject to the terms and conditions set forth in this Section 1, the owner of the Phase II Building (the "Phase II Owner") grants to JDA the right ("Offer Right") to be offered by the Phase II Owner the opportunity to lease an approximately 11,000 rentable square foot contiguous block of space in the Phase II Building (the "Expansion Space"), which Expansion Space will be provided to JDA, if at all, between the sixtieth (60th) and seventy-second (72nd) calendar month after the date of issuance of all governmental approvals of substantial completion of the Phase II Building shell (the "Offer Right Period"). The location of such space will be determined by Landlord in Landlord's sole and absolute discretion. At least twelve (12) months prior to the date that the Phase II Owner will make the Expansion Space available to JDA, the Phase II Owner will give JDA written notice of the availability and location thereof and the date upon which the Expansion Space can be delivered to JDA (the "Expansion Space Delivery Date"). At least nine (9) months prior to the Expansion Space Delivery Date, JDA shall notify the Phase II Owner in writing whether JDA elects to exercise its right to lease the Expansion Space on the terms of this Section 1. If JDA elects not to lease the Expansion Space, the provisions of this Section 4, Tenant shall have a one-time right to expand (the “Expansion Right”) into the entire Released D2 Premises upon the following terms and conditions.
b. Tenant shall have the right to expand into the Released D2 Premises effective November 1, 2020 (the “Expansion Date”) by giving Landlord written notice of Tenant’s exercise of such right (the “Expansion Notice”) no later than June 1, 2020. If Tenant timely delivers the Expansion Notice, Landlord and Tenant shall execute an amendment to the Lease incorporating the Released D2 Premises into the Premises upon the terms contained in the Lease (including without limitation providing for a Base Rent equal to the Base Rent per rsf of the D2 Remaining Premises and a term that is coterminous with the Lease) within ten (10) business days following Landlord’s delivery to Tenant of a form therefor. If Tenant timely delivers an Expansion Notice and executes a mutually agreeable amendment for the Released D2 Premises, Landlord shall deliver full possession of the Released D2 Premises, free of all tenants and occupants, together with Landlord’s Equipment therein at such time, to Tenant on the Expansion Date, which Released D2 Premises 1 shall be in substantially the same condition as they were in on the date of this Amendmentnull, reasonable wear void and tear excepted.
c. If Tenant fails to timely deliver the Expansion Notice or fails to execute a mutually agreeable amendment for the Released D2 Premises within ten (10) business days of receipt from Landlord, Tenant shall be deemed to have waived its rights with respect to Released D2 Premises and Landlord shall be entitled, but not required, to lease all or any portion of the Released D2 Premises to any party or parties on such terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord determines, all in its sole discretion, and the Expansion Right shall be of no further force or effect.
d. Notwithstanding . Failure of JDA to timely respond in writing will be deemed an election by JDA not to lease such [OPUS LETTERHEAD] Expansion Space from the Phase II Owner. Within thirty (30) days of receipt of JDA's notice indicating JDA's decision to lease the Expansion Space, the Phase II Owner shall provide JDA a form of lease in regard to JDA's lease of the Expansion Space. The lease of the Expansion Space shall commence upon delivery of the Expansion Space to JDA, shall expire on December 31, 2014 and Base Rent for the Expansion Space will be at $17.00 per rentable square foot of the Expansion Space for months one (1) through thirty (30) of such term and at $18.50 per rentable square foot of the Expansion Space for months thirty-one (31) through the expiration of such term. The Expansion Space will be provided to JDA in "as is" condition without representation or warranty by the Phase II Owner and without any contrary provision of this Leaseobligation on the Phase II Owner's part to construct any tenant improvements therein or to pay any brokerage commission relating thereto. With respect to tenant improvements, if the Expansion Space is in "shell" condition (e.g., the Expansion RightSpace has not previously been improved for occupancy by a tenant on the Expansion Space Delivery Date), and any exercise by Tenant the Phase II Owner shall provide to JDA a tenant improvement allowance relating to the Expansion Space at then fair market rates for similar buildings, taking into account the term of the lease of the Expansion Right shall be void and Space, the condition of no effect unless on the Expansion Space as of the date Tenant timely delivers an of commencement of JDA's leasing thereof, and other relevant factors. If the Expansion Notice to Landlord and on the commencement date of the amendment Space has previously been improved for the Released D2 Premises (as applicable): (i) this Lease is in full force and effectoccupancy by a tenant, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except tenant improvement allowance will be payable with respect to a Permitted Transferee, Tenant shall not have assigned this Lease and Tenant shall not have a sublease or subleases then in effect for more than fifteen percent (15%) of the square footage of the Premises existing immediately prior to the Expansion Datethereto.
Appears in 1 contract
Expansion Right. a. Subject to So long as there are at least four (4) years remaining on the provisions Term of this Section 4Lease (as extended), Tenant shall have a one-time right to expand of first offer (the “Expansion RightRight of First Offer”) into to lease adjacent space (“Offer Space”) to the entire Released D2 Premises upon subject to the following terms and conditions.
b. conditions at the time Tenant shall have exercises the right to expand into the Released D2 Premises effective November 1, 2020 (the “Expansion Date”Right of First Offer: a) by giving Landlord written notice of Tenant’s exercise of such right (the “Expansion Notice”) no later than June 1, 2020. If Tenant timely delivers the Expansion Notice, Landlord and Tenant shall execute an amendment to the Lease incorporating the Released D2 Premises into the Premises upon the terms contained in the Lease (including without limitation providing for a Base Rent equal to the Base Rent per rsf of the D2 Remaining Premises and a term that is coterminous with the Lease) within ten (10) business days following Landlord’s delivery to Tenant of a form therefor. If Tenant timely delivers an Expansion Notice and executes a mutually agreeable amendment for the Released D2 Premises, Landlord shall deliver full possession of the Released D2 Premises, free of all tenants and occupants, together with Landlord’s Equipment therein at such time, to Tenant on the Expansion Date, which Released D2 Premises shall must be in substantially the same condition as they were in on the date of this Amendment, reasonable wear and tear excepted.
c. If Tenant fails to timely deliver the Expansion Notice or fails to execute a mutually agreeable amendment for the Released D2 Premises within ten (10) business days of receipt from Landlord, Tenant shall be deemed to have waived its rights with respect to Released D2 Premises and Landlord shall be entitled, but not required, to lease all or any portion of the Released D2 Premises to any party or parties on such terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord determines, all in its sole discretion, and the Expansion Right shall be of no further force or effect.
d. Notwithstanding any contrary provision of this Lease, the Expansion Right, and any exercise by Tenant of the Expansion Right shall be void and of no effect unless on the date Tenant timely delivers an Expansion Notice to Landlord and on the commencement date of the amendment for the Released D2 Premises (as applicable): (i) this Lease is in full force and effect, (iib) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transferee, Tenant shall not have assigned be in default under the Lease beyond any applicable cure periods; nor shall Tenant be in default under the Lease at the Commencement Date for the Offer Space (defined below) beyond any applicable cure periods, and c) Tenant’s then current financial condition meets the financial criteria reasonably acceptable to Landlord. Subject to the other terms of this Section, after any part of the Offer Space has or will “become available” for leasing by the Landlord (defined below), Landlord shall not, during the Term of this Lease or any renewal or extension thereof, lease to another tenant that available portion of the Offer Space (“Available Offer Space”) without first offering Tenant the right to lease such Available Offer Space, such space to be offered at the same Base Rent and Additional Rent as Tenant’s then existing space with Landlord providing a tenant improvement allowance of $30 per usable square feet to improve the Offer Space in a manner substantially similar to Tenant’s original Premises office space. Space shall deemed to “become available” when the lease for any current tenant of all or a portion of the Offer Space expires or is otherwise terminated. Notwithstanding this, Offer Space shall not be deemed to “become available” if the space is i) assigned or subleased by the current tenant of the space, or ii) re-let by the current tenant of the space by renewal, extension, or renegotiation. Consistent with this, Landlord shall not lease any such Available Offer Space to another tenant unless and until Landlord has first offered the Available Offer Space to Tenant in wiriting (the “First Offer Leasing Notice”) and Tenant either rejects such offer or a period of thirty (30) days has elapsed from the date that Tenant has received the First Offer Leasing Notice without Tenant having notified Landlord in writing of its acceptance of such First Offer Leasing Notice and supplied Landlord with current financial statements that satisfy Landlord of Tenant’s current financial condition meets the financial criterial reasonably acceptable to Landlord. If Tenant timely delivers to Landlord, in accordance with the conditions of this Section, written notice of tenants exercise of the Right of First Offer for all of the Available Offer Space (along with Tenant’s financial statements) and Landlord determines that Tenant meets all of the conditions provided in this Section, then the Available Offer Space shall be deemed added to the Premises and subject to ther terms and conditions in the Lease, with the exception of those Lease modifications set forth in subsection (a) below.
(a) If Tenant leases the Available Offer Space pursuant to the terms of this Section, all the obligations, terms, and conditions under the Lease shall also apply to the Available Offer Space except that:
a. The Commencment Date for the Lease for the Available Offer Space (“the Commencment Date for the Available Offer Space”) shall be the day the Available Offer Space is delivered to the Tenant broom clean, free of tenants or other occupants in its then “as is” condition;
b. As of the Commencement Date for the Available Offer Space, Tenant’s Pro Rata Share shall be increased to an amount computed to reflect the addition of such Available Offer Space; and
c. As of the Commencement Date for the Available Offer Space, the Base Rent shall be increased to reflect the additional space which shall be offered at the same rent per Usable Area as Tenant’s original space (as adjusted by Section 4.2). If Tenant declines or fails to duly and timely exercise its Right of First Offer or fails to meet all of the conditions provided in this Section, Landlord shall thereafter be free to lease the Available Offer Space in portions or in its entirety to any third-party tenant at any time without regard to the restrictions in this Section and on whatever terms and conditions Landlord may decide in its sole discretion. Within thirty (30) days after the Commencment Date for the Available Offer Space, Landlord and Tenant shall not have confirm the following in a sublease or subleases then in effect written amendment to the Lease:
a. The Commencement Date for more than fifteen percent (15%) the Available Offer Space;
b. The location and size of the square footage of the Premises existing immediately prior Available Offer Space that was leased by Tenant with an exhibit annexed showing that space crosshatched;
c. The new Base Rent to the Expansion Date.be paid by Tenant; and
Appears in 1 contract
Samples: Lease Agreement (Sonic Foundry Inc)
Expansion Right. a. Subject (a) The space adjacent to the provisions Premises, consisting of this Section 4approximately 5,927 rentable square feet (the “Expansion Premises”) as set forth in Exhibit A-1, is currently subject to a lease (the “Current Expansion Premises Lease”) between Landlord and the current tenant of the Expansion Premises (the “Current Expansion Premises Tenant”) which is scheduled to expire per its terms on October 31, 2008. Landlord hereby confirms that the Current Expansion Premises Tenant has no renewal or extension right under the Current Expansion Premises Lease. If Landlord becomes aware that the Expansion Premises will become available at any time prior to October 31, 2008 as a result of the early termination of the Current Expansion Premises Lease, and/or Landlord has a bonafide offer from a third-party tenant, which may include the Current Expansion Premises Tenant, such offer evidenced by a term sheet or letter of intent signed by Landlord and such third party, Landlord shall promptly notify Tenant of such availability or of such signed third-party term sheet or letter of intent (the “Expansion Availability Notice”). The Expansion Availability Notice shall specify the effective date of the early termination of the Current Expansion Premises Lease (the “Current Expansion Premises Lease Termination Effective Date”) or the identity of the interested third-party tenant, as the case may be. Notwithstanding the foregoing, regardless of the date of the Expansion Premises actually becoming available prior October 31, 2008, or of the timing of any third-party tenant’s agreement to terms, as the case may be, Landlord shall not deliver an Expansion Availability Notice to Tenant prior to July 1, 2008. Tenant shall have a one-time the right to expand (the “Expansion Right”) into to incorporate the entire Released D2 Expansion Premises upon into, and cause the following terms and conditions.
b. Tenant shall have Expansion Premises to become a part of, the right to expand into the Released D2 Premises effective November 1, 2020 (the “Expansion Date”) by giving Landlord delivering written notice of to Landlord (“Tenant’s exercise of such right (the “Expansion Notice”) no later than June upon the earlier to occur of (1, 2020. If Tenant timely ) within five (5) business days after the date Landlord delivers the Expansion NoticeAvailability Notice to Tenant, and (ii) December 31, 2008 (if Landlord and Tenant shall execute an amendment to the Lease incorporating the Released D2 Premises into the Premises upon the terms contained in the Lease (including without limitation providing for a Base Rent equal to the Base Rent per rsf of the D2 Remaining Premises and a term that is coterminous with the Lease) within ten (10) business days following Landlord’s delivery to Tenant of a form therefor. If Tenant timely delivers has not delivered an Expansion Availability Notice and executes a mutually agreeable amendment for the Released D2 Premises, Landlord shall deliver full possession of the Released D2 Premises, free of all tenants and occupants, together with Landlord’s Equipment therein at such time, to Tenant on the Expansion Date, which Released D2 Premises shall be in substantially the same condition as they were in on the date of this Amendment, reasonable wear and tear excepted.
c. Tenant). If Tenant fails to timely deliver the Tenant’s Expansion Notice or fails to execute a mutually agreeable amendment for by the Released D2 Premises within ten (10) business days of receipt from Landlordapplicable outside date, Tenant shall be deemed to have waived its rights with respect elected not to Released D2 Premises exercise the Expansion Right and Landlord shall be entitled, but not required, free to enter into a lease all or any portion of the Released D2 Premises to any party or parties on such terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord determines, all in its sole discretion, and the Expansion Right shall be of no further force or effect.
d. Notwithstanding any contrary provision of this Lease, the Expansion Right, and any exercise by Tenant of the Expansion Premises with a third party. Notwithstanding the above, in no event does Tenant’s Expansion Right shall be void and of no effect unless on the date Tenant timely delivers an Expansion Notice pursuant to Landlord and on the commencement date of the amendment for the Released D2 Premises (as applicable): (i) this Lease is in full force and effectSection 2.7 exist beyond December 31, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transferee, Tenant shall not have assigned this Lease and Tenant shall not have a sublease or subleases then in effect for more than fifteen percent (15%) of the square footage of the Premises existing immediately prior to the Expansion Date2008.
Appears in 1 contract
Expansion Right. a. Subject Provided that no Event of Default shall have occurred and be continuing, in the event that Landlord shall have a bona fide third party (the "Third Party") apply to rent some or all of the provisions remaining space on the second floor of this Section 4the Building, Tenant shall have a one-time right to expand (into all of the “Expansion Right”) into space on the entire Released D2 Premises upon second floor of the following Building not initially demised hereunder. Landlord shall give Tenant written notice of such Third Party's application for such space. The remaining space on the second floor shall be available to Tenant for inclusion in this Lease on the terms and conditions.
b. conditions contained herein (including the rental rate per rentable square foot for the applicable period), except that (a) Tenant's obligation to pay Fixed Rent with respect to such expansion space shall commence on the date which is six (6) months following Tenant's exercise of the option set forth in this Article 39 and (b) in the event that such exercise is made prior to the first anniversary of the Commencement Date, Landlord shall contribute an amount equal to difference between $1,200,000 and the sum of the Grant, the Construction Loan, the Soft Cost Loan and the Equipment Loan (as hereinafter defined), for amounts actually paid by Tenant to unrelated parties to install or construct alterations for Tenant's initial occupancy of such space on terms and conditions to be set forth in a modification of this Lease to be executed by the parties hereto as promptly as practicable after the exercise of Tenant of its rights pursuant to this Article 39. Landlord shall have no other obligations to perform work or pay for work or loan money to Tenant to perform work in such space. Tenant shall have thirty (30) days from the date of receipt of the notice from Landlord to give Landlord written notice of its exercise of such right. If Tenant shall exercise its right within the requisite time period, then by amendment hereto such space shall be added to the Demised Premises, and necessary modifications to this Lease, including, without limitation, the Fixed Rent and Tenant's Proportionate Share, shall be included in such amendment. In the event that Tenant shall not exercise its right within the requisite time period, then Landlord shall have the right to expand into the Released D2 Premises effective November 1, 2020 (the “Expansion Date”) by giving Landlord written notice of Tenant’s exercise of such right (the “Expansion Notice”) no later than June 1, 2020. If Tenant timely delivers the Expansion Notice, Landlord and Tenant shall execute an amendment to the Lease incorporating the Released D2 Premises into the Premises upon the terms contained in the Lease (including without limitation providing for a Base Rent equal to the Base Rent per rsf of the D2 Remaining Premises and a term that is coterminous with the Lease) within ten (10) business days following Landlord’s delivery to Tenant of a form therefor. If Tenant timely delivers an Expansion Notice and executes a mutually agreeable amendment for the Released D2 Premises, Landlord shall deliver full possession of the Released D2 Premises, free of all tenants and occupants, together with Landlord’s Equipment therein at such time, to Tenant on the Expansion Date, which Released D2 Premises shall be in substantially the same condition as they were in on the date of this Amendment, reasonable wear and tear excepted.
c. If Tenant fails to timely deliver the Expansion Notice or fails to execute a mutually agreeable amendment for the Released D2 Premises within ten (10) business days of receipt from Landlord, Tenant shall be deemed to have waived its rights with respect to Released D2 Premises and Landlord shall be entitled, but not required, to lease rent all or any portion of the Released D2 Premises to any party or parties on such terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord determines, all in its sole discretion, and the Expansion Right shall be of no further force or effect.
d. Notwithstanding any contrary provision of this Lease, the Expansion Right, and any exercise by Tenant of the Expansion Right shall be void and of no effect unless remaining space on the date Tenant timely delivers an Expansion Notice second floor to Landlord and on the commencement date of the amendment for the Released D2 Premises (as applicable): (i) this Lease is in full force and effect, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transferee, Tenant shall not have assigned this Lease and Tenant shall not have a sublease or subleases then in effect for more than fifteen percent (15%) of the square footage of the Premises existing immediately prior to the Expansion Datesuch Third Party.
Appears in 1 contract
Samples: Lease (Ortec International Inc)
Expansion Right. a. Subject to the provisions of this Section 4, Tenant shall have a one-time right to expand (the “Expansion Right”) into the entire Released D2 Premises upon the following terms and conditions.
b. conditions set forth below and subject to (i) the rights of existing tenants in the applicable space to extend the term of their lease and/or (ii) the prior rights of other tenants or occupants in the Building or other buildings owned by Landlord with respect to the applicable space, all of such existing rights described in this sentence being listed on Exhibit D attached hereto and made a part hereof, at any time prior to May 31, 2018, Tenant shall have the right (“Tenant’s Expansion Right”) to expand into the Released D2 Premises effective November 1lease any portion, 2020 provided that in exercising Tenant’s Expansion Right, in no event shall such portion be less than 20,000 rentable square feet in size, of certain space consisting of approximately 36,000 rentable square feet currently occupied by Dell and shown on Exhibit E attached hereto (the “Expansion DateSpace”) by giving Landlord written notice of upon the same terms and conditions as the New Expansion Premises and with a fair market tenant improvement allowance. Notwithstanding anything contained herein to the contrary, if Tenant elects to exercise Tenant’s Expansion Right with respect to a portion of the Expansion Space that is less than the entirety of the Expansion Space, the remaining portion of the Expansion Space that Tenant does not elect to occupy must be (i) reasonably acceptable to Landlord and (ii) a leasable unit of space in that such space has access to the floor’s common elevator lobby and other building core utilities and shafts. Tenant shall deliver to Landlord notice in writing of its election to exercise of such right Tenant’s Expansion Right (the “Tenant’s Expansion Notice”) no later than June 1on or before May 31, 20202018. Within ten (10) days of receipt of Tenant’s Expansion Notice, Landlord shall notify Tenant in writing of its proposed fair market tenant improvement allowance for the Expansion Space (“Landlord’s Expansion Proposal”). If Tenant timely delivers disputes Landlord’s proposed fair market tenant improvement allowance, such fair market tenant improvement allowance shall be determined in accordance with the Expansion Noticeprocedure set forth in this Section 14. Once the amount of such fair market tenant improvement allowance is determined to the satisfaction of both parties, Landlord and Tenant shall execute an amendment to the this Lease (“Expansion Amendment”) incorporating the Released D2 Premises Expansion Space into the Premises upon Resulting Premises. Landlord shall deliver a proposed Expansion Amendment within a reasonable time after the determination of such fair market tenant improvement allowance and, provided that the Expansion Amendment is in accordance with the terms contained in of this Section 14, Tenant shall use commercially reasonable efforts to execute and return the Lease (including without limitation providing for a Base Rent equal to the Base Rent per rsf of the D2 Remaining Premises and a term that is coterminous with the Lease) Expansion Amendment within ten (10) business days following Landlord’s delivery to Tenant of a form thereforthereafter. If Tenant timely delivers an Expansion Notice and executes a mutually agreeable amendment for the Released D2 Premises, Landlord shall deliver full possession of the Released D2 Premises, free of all tenants and occupants, together with Landlord’s Equipment therein at such time, to Tenant on the Expansion Date, which Released D2 Premises shall be in substantially the same condition as they were in on the date of this Amendment, reasonable wear and tear excepted.
c. If Tenant fails to timely deliver the Expansion Notice or fails to execute a mutually agreeable amendment for the Released D2 Premises within ten (10) business days of receipt from Landlord, Tenant shall be deemed to have waived its rights with respect to Released D2 Premises and Landlord shall be entitled, but not required, to lease all or any portion of the Released D2 Premises to any party or parties on such terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord determines, all in its sole discretion, and the Expansion Right shall be of no further force or effect.
d. Notwithstanding any contrary provision of this Section or any other provision of this Amendment or the Lease, the Expansion Right, any expansion right and any exercise by Tenant of the Expansion Right any expansion right contained in this Section 14 shall be void and of no effect unless on the date Tenant timely delivers an Expansion Notice to notifies Landlord that it is exercising its right under this Section 14 and on the commencement date of the amendment for the Released D2 Premises (as applicable): Expansion Space (i) this the Lease is in full force and effect, effect and (ii) no Event Default of Tenant has occurred, which Default has occurred not been cured within the applicable cure period, under this the Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transferee, Tenant shall not have assigned this the Lease and Tenant shall not have in its entirety, nor subleased a sublease or subleases then in effect for more portion of the Resulting Premises that is greater than fifteen thirty-three percent (1533%) of the total rentable square footage feet of the Premises existing immediately prior Resulting Premises. Landlord and Tenant shall negotiate in good faith to determine the fair market tenant improvement allowance for the Expansion Space for a period of thirty (30) days after the date on which Tenant receives Landlord’s Expansion Proposal, as provided hereunder. In the event Landlord and Tenant are unable to agree upon the fair market tenant improvement allowance for the Expansion Space within said thirty (30) day period, the fair market tenant improvement allowance shall be determined by a board of three (3) licensed commercial real estate appraisers, each having at least ten (10) years’ experience in office leasing in the Boston office market, one of whom shall be named by Landlord, one of whom shall be named by Tenant and the two so appointed shall select the third. Landlord and Tenant agree to make their appointments within fifteen (15) days after the expiration of said thirty (30) day period. The two appraisers selected by Landlord and Tenant shall select the third appraisers within fifteen (15) days after they have both been selected, and each of Landlord’s and Tenant’s appraiser shall, within fifteen (15) days after the third appraiser is selected, submit his or her determination of fair market tenant improvement allowance to the third appraiser. The third appraiser shall select the determination of Landlord’s or Tenant’s appraiser that such third appraiser finds to most closely resemble fair market tenant improvement allowance, and that amount shall be the fair market tenant improvement allowance in connection with the Expansion DateSpace. Each party shall bear the cost of its appraiser and the parties shall share equally in the cost of the third appraiser.
Appears in 1 contract
