Common use of Extension Option Clause in Contracts

Extension Option. Tenant shall have the option to extend this Lease (the “Extension Option”) for one additional term of five (5) years (the “Extension Period”), upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 2 contracts

Sources: Lease Agreement (Adicet Bio, Inc.), Lease Agreement (resTORbio, Inc.)

Extension Option. Tenant shall have the is given one (1) option to extend the ---------------- initial term of the Lease, subject to all the provisions contained in the Lease, as amended and restated by this Lease (the “Extension Option”) Amendment, except for one additional term monthly rent, for a period of five (5) years (the “Extension Period”"Extended Term"). In order to exercise an option to extend, upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) Tenant shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as give notice of exercise of the commencement of the Extension option ("Option for such Extension Period. Notice") to Landlord at least three (b3) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). months but not more than nine (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (129) months before the expiration of the initial term. The monthly rent during the Extended Term shall be equal to the fair market rental for the Leased Premises, which in no event shall be less than the rent payable immediately prior to the Extended Term. The parties shall have thirty (30) days after Landlord receives the Option Notice in which to agree on monthly rent during the Extended Term. If the parties agree on the monthly rent for the Extended Term during that period, they shall immediately execute an amendment to the Lease stating the monthly rent. If the parties are unable to agree on the monthly rent for the Extended Term within the thirty (but not before the date that is fifteen 30) day period set forth above, then within ten (1510) months before days after the expiration of that period each party, at its cost and by giving notice to the initial Lease Term)other party, exercise shall appoint a real estate appraiser with at least five (5) years' full-time commercial appraisal experience in appraising properties similar to the Extension Option by delivering written notice (Leased Premises in the “Exercise Notice”) area in which the Leased Premises are located to Landlord. If Tenant timely appraise and properly exercises its Extension Option, set the Lease Term shall be extended monthly rent for the Extension Period upon Extended Term. Further, all of the terms appraisers selected through the process described above shall be certified as required by Virginia law as in effect at the time. If a party does not appoint an appraiser within ten (10) days after the other party has given notice of the name of its appraiser, the single appraiser appointed shall be the sole appraiser and conditions shall set forth in the Lease, as amended, except that the Base Rent monthly rent for the Extension Period Extended Term. If the two appraisers are appointed by the parties as stated in this Paragraph, they shall meet promptly and attempt to set the monthly rent for the Extended Term. If they are unable to agree within thirty (30) days after the second appraiser has been appointed, they shall attempt to select a third appraiser meeting the qualifications stated in this Paragraph within ten (10) days after the last day the two appraisers are given to set the monthly rent. If they are unable to agree on the third appraiser, either of the parties to the Lease by giving ten (10) days' notice to the other party can file a petition with the American Arbitration Association solely for the purpose of selecting a third appraiser who meets the qualifications stated in this Paragraph. Each party shall bear half the cost of the American Arbitration Association appointing the third appraiser and of paying the third appraiser's fee. The third appraiser, however selected, shall be as provided a person who has not previously acted in Section 51.1(aany capacity for either party. Within thirty (30) and Tenant shall have no further options to extend days after the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all selection of the Premises for third appraiser, a period ending in the last one hundred eighty (180) days majority of the appraisers shall set the monthly rent for the Extended Term. After the monthly rent for the Extended Term thereof (other than to a Permitted Transferee)has been set, the Extension Option appraisers shall automatically terminate and shall thereafter be null and voidimmediately notify the parties. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 2 contracts

Sources: Lease Agreement (Laralev Inc), Lease Agreement (Laralev Inc)

Extension Option. Provided that there has been no Event of Default which is uncured and continuing on the part of the Tenant, and the Tenant or any entity which succeeds to Tenant’s rights hereunder pursuant to a Permitted Transfer is, as of the date of exercise and as of the commencement date of each Extension Term, actually occupying at least seventy-five percent (75%) of the Premises for its business purposes, the Tenant shall have the option right to extend this Lease the Term hereof for one (1) additional period of five (5) years on the following terms and conditions (the “Extension Option): (a) The Tenant shall have the right to extend the Term hereof for one additional term (1) period of five (5) years (the “Extension PeriodTerm), upon ) on the terms and conditions hereinafter set forth: forth in this Section 2.6(a) and (ab). ‘‘Such right to extend the Term shall be exercised by the giving of notice by Tenant to Landlord at least nine (9) If months prior to the Extension Option is exercised, then expiration of the Base Rent per annum for such Extension Period Initial Term (the “Option RentExtension Notice Deadline Date) ). Upon the giving of such notice on or before the Extension Notice Deadline Date, this Lease and the Term hereof shall be extended for an amount equal additional term of five (5) years, without the necessity for the execution of any additional documents except a document memorializing the Annual Fixed Rent for the Extension Term to be determined as set forth below. Time shall be of the essence with respect to the Fair Market Rental Value (as defined hereinafter) for Tenant’s giving notice to extend the Premises as of the commencement of Term on or before the Extension Option for such Extension PeriodNotice Deadline Date. (b) The Extension Option must Term shall be exercised by Tenantupon all the terms, if at all, only at conditions and provisions of this Lease except the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise Annual Fixed Rent during first Lease Year of the Extension OptionTerm shall be the then Extension Fair Rental Value of the Premises for the Extension Term to be determined under Section 2.6(c) below with respect to which the Extension Fair Rental Value is to be established (the “Then Applicable Annual Fixed Rental Rate”). If the Tenant makes a written request to the Landlord for a proposal for the Extension Fair Rental Value for the Extension Term, the Landlord shall make such a written proposal to the Tenant mustwithin thirty (30) days after receipt of the Tenant’s request therefor, on or before but in no event shall the date occurring Landlord be required to deliver such a proposal sooner than twelve (12) months before prior to the expiration date as of which such proposal is to become effective. Alternatively, the Landlord may, at its election, propose an Extension Fair Rental Value to the Tenant without any request having been made. The determination of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise Extension Fair Rental Value shall include a determination as to whether an Annual Fixed Rent Escalator Factor should be applicable to the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension OptionTerm, and, if so, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Optionamount thereof. (c) It is understood and agreed that For purposes of this Section 2.6, the Extension Option hereby granted Fair Rental Value of the Premises shall mean the then current fair market annual rent for leases of other space similarly improved, taking into account all relevant factors, including but not limited to the condition to which such premises have been improved, the economic terms and conditions specified in this Lease that will be applicable thereto, for comparable laboratory and office space located in the commercial markets that surround the MIT campus (East Cambridge, ▇▇▇▇▇▇▇ Square, and Cambridgeport). The Landlord and the Tenant shall endeavor in good faith to agree upon the Extension Fair Rental Value of the Premises within thirty (30) days after the Tenant has exercised its option for the Extension Term. If the Extension Fair Rental Value of the Premises is personal not agreed upon by the Landlord and the Tenant within this time frame, each of the Landlord and the Tenant shall retain a real estate professional with at least ten (10) years continuous experience in the business of appraising or marketing similar commercial real estate in the Cambridge, Massachusetts area who shall, within thirty (30) days of his or her selection, prepare a written report summarizing his or her conclusion as to Original the Extension Fair Rental Value. The Landlord and the Tenant shall simultaneously exchange such reports; provided, however, if either party has not obtained such a report within said thirty (30) day period then the determination set forth in the other party’s report shall be final and binding upon the parties. If both parties receive reports within such time and the lower determination is within ten percent (10%) of the higher determination, then the average of these determinations shall be deemed to be the Extension Fair Rental Value for the Premises. If these determinations differ by more than ten percent (10%), then the Landlord and the Tenant shall mutually select a person with the qualifications stated above (the “Final Professional”) to resolve the dispute as to the Extension Fair Rental Value for the Premises. If the Landlord and the Tenant cannot agree upon the designation of the Final Professional within thirty (30) days of the exchange of the first valuation reports, either party may apply to the American Arbitration Association, the Greater Boston Real Estate Board, or any successor thereto, for the designation of a Final Professional. Within ten (10) days of the selection of the Final Professional, the Landlord and the Tenant shall each submit to the Final Professional a copy of their respective real estate professional’s determination of the Extension Fair Rental Value for the Premises. The Final Professional shall not perform his or her own valuation, but rather shall, within thirty (30) days after such submissions, select the submission which is closest to the determination of the Extension Fair Rental Value for the Premises which the Final Professional would have made acting alone. The Final Professional shall give notice of his or her selection to the Landlord and the Tenant and is not transferable except to a Permitted Transferee such decision shall be final and binding upon the Landlord and the Tenant. Each party shall pay the fees and expenses of its real estate professional and counsel, if any, in connection with an assignment any proceeding under this paragraph, and one-half of Tenant’s entire interest in this Leasethe fees and expenses of the Final Professional. In the event of any assignment of this Lease or subletting of all that the commencement of the Premises Extension Term occurs prior to a final determination of the Extension Fair Rental Value therefor (the “Extension Rent Determination Date”), then the Tenant shall pay the Annual Fixed Rent at Annual Fixed Rental Rate for a period ending in the last one hundred eighty day of the Term prior to the commencement of such extension. If the Annual Fixed Rent for the Extension Term is determined to be greater than the Annual Fixed Rent paid with respect to the Premises prior to the Extension Rent Determination Date, then the Tenant shall pay to the Landlord the amount of such underpayment within ten (18010) days of the Term thereof (other than to a Permitted Transferee)Extension Rent Determination Date, and if the Annual Fixed Rent for the Extension Option shall automatically terminate and shall thereafter Term is determined to be null and void. (d) Tenant’s exercise of less than the Annual Fixed Rent paid with respect to the Premises prior to the Extension Option shallRent Determination Date, if then the Landlord so elects in its absolute discretion, be ineffective in shall credit the event that (i) an Event amount of Default by Tenant remains uncured at such overpayment against the time monthly installments of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this LeaseAnnual Fixed Rent thereafter coming due.

Appears in 2 contracts

Sources: Lease Agreement (Fulcrum Therapeutics, Inc.), Lease Agreement (Fulcrum Therapeutics, Inc.)

Extension Option. Tenant shall have the option right to extend the Term of this Lease, one (1) time (an “Extension Option”), for a five (5) year period (the “Extension Option Period”) if Tenant (i) gives Landlord written notice of such election (the “Option Notice”) not later than twelve( 12) months before the expiration of the Term of this Lease (the “Extension Option”) for one additional term of five (5) years (the “Extension PeriodOption Exercise Date”); (ii) is not in default under any provision of this Lease on the date of giving the Option Notice; and (iii) is not in default of any provision of this Lease on the date of the expiration of the original or then current Term of this Lease. The foregoing conditions are for the sole benefit of Landlord, upon and Landlord, alone, shall have the right in its sole and absolute discretion to insist on strict observance with the foregoing conditions or to waive any of the foregoing conditions. All of the terms and conditions hereinafter set forthof this Lease shall apply during the extension term (other than the further right to extend the Term, and any obligation to construction Tenant Improvement provided in this Lease, which shall be inapplicable). The Base Rent for the extension term shall equal the greater of (i) the Base Rent payable by Tenant as of the last month of the Term prior to the commencement of the Extension Option Period, and (ii) one hundred percent (100%) of the fair market rental value as of the Expiration Date for the occupancy of the Premises for the permitted use under this Lease, determined using the “market comparison approach” described below (“Market Rent”). The determination of Market Rent shall be made as follows: (a) At any time prior to the Option Exercise Date (and whether or not Tenant has prior thereto exercised its right to extend the Term of this Lease), the parties shall make themselves available to meet at a mutually agreeable time and place to present such evidence as either party desires in a good faith attempt to arrive at a mutually acceptable Market Rent. If the parties are unable to so agree on a mutually acceptable Market Rent on or before the Option Exercise Date (the “Arbitration Date”), and Tenant elects (and is otherwise entitled) to exercise its right to extend the Term of this Lease as hereinabove provided, the determination of Market Rent shall be arbitrated as follows: (i) Within ten (10) days after the Arbitration Date, each party, at its own cost and by giving notice to the other party, shall appoint a California licensed real estate broker with at least ten (10) years’ full-time commercial office leasing experience in the Oakland office leasing market, to appraise and determine Market Rent. If, in the time provided, only one (1) party shall give notice of appointment of an appraiser, the single appraiser appointed shall determine the Market Rent. If two (2) brokers are appointed by the parties, the two (2) brokers shall independently, and without consultation, prepare a written determination of the Market Rent within ten (10) days. Each broker shall seal its respective determination after completion. After both determinations are completed, the resulting estimates of Market Rent shall be opened simultaneously and compared. If, in the time provided, only one (1) broker shall submit a written determination of Market Rent, the Market Rent shall be the Market Rent determined by said single broker. (ii) If the values of the brokers differ, and the parties do not otherwise then agree as to the determination of Market Rent, the two (2) brokers shall designate a single appraiser, who shall be a licensed real estate appraiser and a member of the American Institute of Real Estate Appraisers or the Society of Real Estate Appraisers, with at least ten (10) years’ experience in appraising fair market rental values in commercial office buildings in the Oakland market. If the two (2) brokers have not agreed on the appraiser after ten (10) days, either Landlord or Tenant, by giving ten (10) days’ notice to the other party, may apply to the then Presiding Judge of the Superior Court of Oakland for the selection of a single appraiser who meets the qualifications set forth in this subsection above. The appraiser, however selected, shall be a person who has not previously acted in any capacity for either party. The appraiser shall make an appraisal of the Market Rent within thirty (30) days after selection and without consultation with the first two (2) brokers, and shall select the Market Rent of one of the two (2) brokers that the appraiser determines is closest, on a dollar basis, to the Market Rent determined by the appraiser. The appraiser shall have no right to determine, modify’ or impose Market Rent other than as provided above. Each party may submit written material to the appraiser, with a copy to the other party, on the issue of Market Rent. (b) If the determination of the Market Rent is delayed beyond the commencement of the Extension Option Period, Tenant shall pay Base Rent based on Landlord’s good faith reasonable estimate of Market Rent until the determination of Market Rent hereunder. Following the determination of the Market Rent, if Market Rent is exerciseddetermined to be other than as designated by Landlord, then there shall be adjustment made to the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) payment then due for the Premises difference between the amount of Base Rent Tenant has paid to Landlord since the commencement of the Extension Option Period and the amount that Tenant would have paid if the Base Rent as adjusted pursuant to this subsection had been in effect as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It Each party’ shall pay the fees and expenses of its own appraiser, and if an appraiser is understood and agreed that selected or necessary, the Extension Option hereby granted is personal to Original Tenant and party whose fair market rent determinant is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all chosen shall pay one hundred percent (100%) of the Premises for a period ending in the last one hundred eighty (180) days fees and expenses of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and voidappraiser. (d) Tenant’s exercise The appraisers shall determine the Market Rent using the “market comparison approach,” with the relevant market being that for renewal tenants occupying similar office space in the Old Oakland office market (and immediately surrounding office building properties) as of the commencement of the Extension Option shallPeriod, if taking into consideration location, building condition and the value of the improvements made by Landlord or which would be owned by Landlord at the expiration of the Lease to that of the comparison space. Market Rent shall also reflect the then prevailing rent structure, inducements and concessions for comparable office lease renewals, so elects in its absolute discretionthat if, be ineffective in the event that (i) an Event of Default by Tenant remains uncured for example, at the time Market Rent is being determined the prevailing rent structure for comparable space and for comparable lease terms includes periodic rent adjustments, Market Rent shall reflect such rent structure The brokers and/or the appraiser shall determine the Market Rent in accordance with the terms of delivery this Lease (including the terms of the Exercise Notice, or this Rider). (iie) Tenant The appraisers shall have reduced no power to modify the size provisions of this Lease and this Rider, and their sole function shall be to determine the Market Rent in accordance with this Rider. (f) The foregoing Extension Option is personal to the named Tenant under this Lease and any Permitted Transferee and shall be null and void and of no further effect effective upon any assignment or subletting of the Premises below one (1) full floor of the Building by agreement with Landlord or other than pursuant to an express right in this Leasea Permitted Transfer.

Appears in 2 contracts

Sources: Office Lease (ThredUp Inc.), Office Lease (ThredUp Inc.)

Extension Option. (a) Tenant shall have the option may elect to extend the term of this Lease for one (1) three (3) year period (the “Extension OptionTerm) for one additional term ), by giving Landlord notice of five (5) years such election (the “Extension Period”), upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option RentNotice”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring not later than twelve (12) months before the expiration of the initial Lease Term Term, and provided that (but i) no uncured Default of Tenant then exists, and (ii) Tenant or a Permitted Transferee named herein is occupying not before less than seventy-five percent (75%) of the Premises then demised to Tenant both on the date that such notice is fifteen (15) months before given and on the expiration commencement date of the initial Lease Extension Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term Such extension shall be extended for the Extension Period upon all of the terms same terms, covenants, and conditions set forth contained in the this Lease, as amended, except that (a) Tenant shall have no further right to extend the Lease Term, (b) the Base Rent for the Extension Period Term shall be at a rate equal to the fair market rent for the Premises as provided of the commencement date of the Extension Term as determined in accordance with Section 51.1(a18(b), and (c) Landlord shall have no obligation to make or pay for any improvements to the Premises or to pay any allowances or inducements of any kind. Fair market rent for the Premises shall be computed as of the commencement of the Extension Term at the then current annual rental charges, including provisions for subsequent increases and other adjustments, for extensions of existing leases then currently being negotiated or executed in comparable space and buildings located in the downtown financial district of Boston. In determining fair market rent, the following factors, among others, shall be taken into account and given effect: condition of the premises, size of the premises, escalation charges then payable under the lease, location of the premises, location of the building, tenant improvement allowances and fit-up of the premises and lease term and free rent and other standard market inducements being offered at the time. (b) Landlord and Tenant shall have no further options endeavor in good faith to extend agree upon the Lease Term. fair market rent for the Premises. If Landlord and Tenant are unable to agree on the amount of such fair market rent by the date that is thirty (ii30) If Tenant fails to deliver a timely Exercise days after the date of delivery of the Extension Notice, Tenant shall be considered to have elected not to exercise then on or before said thirtieth (30th) day after the date of delivery of the Extension Option. Notice Landlord shall specify in writing the rent (cthe “Landlord’s Rental Rate”) It at which Landlord is understood and agreed that the Extension Option hereby granted is personal willing to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of lease the Premises for a period ending the Extension Term and Tenant shall specify in writing the rent (the “Tenant’s Rental Rate”) which Tenant is willing to pay for the Premises for the Extension Term, and the fair market rent shall be established by appraisal in the last following manner: By not later than the fortieth (40th) day after the date of the delivery of the Extension Notice, Landlord and Tenant shall each appoint one hundred eighty (1801) qualified appraiser (as hereinafter defined) and the two (2) appraisers so appointed shall determine the fair market rent within seventy-five (75) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time date of delivery of the Exercise Extension Notice. As used herein, the term “qualified appraiser” shall mean any independent unaffiliated person (a) who is employed by an appraisal firm of recognized competence in the downtown financial district of Boston, Massachusetts and (b) who has not less than ten (10) years experience in appraising and valuing properties of the general location, type and character as the Premises. If either Landlord or Tenant fails to appoint an appraiser within said forty (40) day period, then the other party shall have the power to appoint the appraiser for the defaulting party. If said appraisers are unable to agree on the fair market rent within said seventy-five (75) day period, then they jointly shall appoint a third qualified appraiser within ten (10) days of the expiration of said seventy-five (75) day period, and thereafter all three appraisers shall determine the fair market rent. If all three appraisers are unable to agree upon the fair market rent, then the fair market rent shall be determined by agreement between any two of the three appraisers and the fair market rent so determined shall be conclusive and binding upon Landlord and Tenant. Each party shall bear the cost of its appraiser, and the cost of the third appraisal shall be borne equally between the parties. Until such time as the fair market rent is so determined, from and after the commencement date of the Extension Term, Tenant shall pay Base Rent at the lesser of (i) Landlord’s Rental Rate, and (ii) Tenant shall have reduced the size one hundred two percent (102%) of the Premises below one (1) full floor of Base Rent in effect immediately prior to the Building by agreement Extension Term, with Landlord or pursuant to an express right in this Leasea reconciliation between the parties once the fair market rent has been determined.

Appears in 2 contracts

Sources: Lease (Lendbuzz Inc.), Lease (Lendbuzz Inc.)

Extension Option. Subject to Subsections B and C below, Tenant may at its option extend the Term of this Lease for the entire Premises for one (1) period of three (3) years (the “Renewal Term”) upon the same terms contained in this Lease, excluding the provisions of Appendix C of the Lease and except for the amount of Base Rent payable during the Renewal Term. Tenant shall have no additional extension option. A. The Base Rent during the Renewal Term shall be the then prevailing market rate for a comparable term commencing on the first day of the Renewal Term for tenants of comparable size and creditworthiness for comparable space in the Building and other first class office buildings in the vicinity of the Building as reasonably determined by Landlord. B. To exercise its option, Tenant must deliver an initial non-binding notice to Landlord not less than twelve (12) months prior to the proposed commencement of the Renewal Term. At some point between thirteen (13) and eleven (11) months prior to the proposed commencement of the Renewal Term, Landlord shall calculate and inform Tenant of the Base Rent for the Premises. Such calculation shall be final and shall not be recalculated at the actual commencement of the Renewal Term if any. Tenant shall give Landlord final binding notice of intent to exercise its option to extend within fifteen (15) days after receiving Landlord’s calculation of Base Rent. If Tenant fails to give either its initial non-binding notice or its final binding notice timely, Tenant will be deemed to have waived its option to extend. C. Tenant’s option to extend this Lease (the “Extension Option”) for one additional term of five (5) years (the “Extension Period”), upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal subject to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). conditions that: (i) If on the date that Tenant wishes delivers its final binding notice exercising its option to exercise the Extension Optionextend, Tenant must, on or before the date occurring twelve (12) months before is not in default under this Lease after the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term)any applicable notice and cure periods, exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall not have reduced the size assigned this Lease, or sublet any portion of the Premises below one (1) full floor of under a sublease which is in effect at any time during the Building by agreement with Landlord or pursuant final 12 months prior to an express right in this Leasethe Renewal Term.

Appears in 2 contracts

Sources: Consent of Landlord to Sublease, Consent of Landlord to Sublease (CreditCards.com, Inc.)

Extension Option. Tenant shall have the option to extend this Lease the Term ---------------- for each of two (the “Extension Option”2) for one additional term of five (5) years year extension terms (the “each an "Extension Period”), upon the terms and conditions hereinafter set forth: (aTerm") If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal by notice given to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if Landlord at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring least twelve (12) months (but no more than eighteen (18) months) before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term)Expiration Date. Tenant's election shall be exercised, exercise the and Annual Fixed Rent for each Extension Option by delivering written notice (the “Exercise Notice”) to LandlordTerm determined, as set forth below. If Tenant fails timely and properly exercises to exercise its Extension Option, the Lease Term shall be extended option for the first Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be Term or timely withdraws its exercise as provided in Section 51.1(a) and below, Tenant shall have no further options extension rights hereunder. Tenant's option so to extend the Term shall be void, at Landlord's election, if Tenant is in default (continuing beyond any applicable notice and cure period) at the time Tenant elects to extend the Term or at the time the Term would expire but for such extension. Any extension of the Term shall be applicable to the entire Premises. During each Extension Term, if any, all provisions of this Lease shall apply except that Tenant shall have no further option to extend the Term after the second Extension Term. . During each Extension Term, Tenant shall pay Annual Fixed Rent equal to the greater of (i) the rent payable for the then-expiring Term or (ii) If Tenant fails the then prevailing market rate for a five year lease of office space in the greater Boston, Massachusetts "Metro-West" area comparable to deliver the Premises in terms of location within a timely Exercise Noticebuilding, finish, age, building quality and amenities for a tenant of equal size and financial strength as Tenant, and on the terms and conditions of this Lease. In order to exercise its extension option, Tenant shall give unconditional, written notice of such exercise to Landlord within the time frame stated above, time being of the essence. Landlord shall notify Tenant of Landlord's estimate of the prevailing market rate within thirty (30) days after Tenant's exercise of the extension option. Tenant shall have the option, which shall be considered exercised by written notice within thirty (30) days after receipt of Landlord's estimate irrevocably and unconditionally to have elected accept or reject by written notice Landlord's estimate, or to withdraw its exercise of the extension option. In the event Tenant rejects Landlord's estimate then the prevailing market rate shall be arbitrated in accordance with the following procedure. Each of Landlord and Tenant, within twenty (20) days after notice by Tenant disputing Landlord's estimate of the prevailing market rate, shall appoint as an arbitrator an MAI appraiser with at least ten years experience as an appraiser of Boston area office buildings, including first class suburban office buildings, and shall give notice of such appointment to the other party. If either Landlord or Tenant shall fail timely to appoint an arbitrator, the other may apply to the Boston Office of the American Arbitration Association ("AAA") for appointment of such an arbitrator if the arbitrator has not been appointed within five business days after notice of such failure has been given to exercise the Extension Option. delinquent party. The two arbitrators shall, within five (c5) It is understood business days after appointment of the second arbitrator, appoint a third arbitrator who shall be similarly qualified. If the two arbitrators are unable to agree timely on the selection of the third arbitrator, then both arbitrators together may request such appointment from the Boston office of the AAA. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the AAA insofar as such rules are not inconsistent with the provisions of this Lease (in which case the provisions of this Lease shall govern), and agreed that the Extension Option hereby granted is personal arbitrators shall be charged to Original Tenant and is not transferable except to reach a Permitted Transferee majority decision in connection accordance with an assignment of Tenant’s entire interest the standards provided in this Lease. In The prevailing market rent rate shall be in accordance with the event arbitrators' decision. The cost of the arbitration (exclusive of each party's witness and attorneys fees, which shall be paid by such party) shall be borne equally by the parties. If the AAA shall cease to provide arbitration for commercial disputes in Boston, the second or third arbitrator, as the case may be, shall be appointed by any assignment successor organization providing substantially the same services, and in the absence of such an organization, by a court of competent jurisdiction under the arbitration act of The Commonwealth of Massachusetts. For any portion of an Extension Term during which the prevailing market rent is in dispute hereunder, Tenant shall make payment on account of Rent at the rate payable for the preceding lease year and the parties shall adjust for over or under payments within twenty days after the decision of the arbitrators is announced. Promptly after the prevailing market rent is determined for any Extension Term, Landlord and Tenant shall enter into an amendment of this Lease or subletting of all of confirming the Premises for a period ending in the last one hundred eighty (180) days extension of the Term thereof (other than to a Permitted Transferee), and the Extension Option shall automatically terminate and shall thereafter be null and voidnew Rent rate. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 2 contracts

Sources: Office Lease (Storagenetworks Inc), Office Lease (Storagenetworks Inc)

Extension Option. Tenant Subject to the provisions of this Section 5, Borrower shall have the option to extend this Lease (the “First Extension Option”) for one additional term of five (5) years (the “Extension Period”), upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering irrevocable written notice (the “Exercise First Extension Notice”) delivered to Landlord. If Tenant timely and properly exercises its Extension OptionLender no later than thirty (30) days prior to the Initial Maturity Date, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. Maturity Date to March 9, 2010 (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease“First Extended Maturity Date”). In the event of any assignment of this Lease or subletting of all Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to March 9, 2011 (the “Second Extended Maturity Date”). In the event Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to March 9, 2012 (the “Third Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than following conditions precedent prior to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void.each extension hereunder: (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an i. No Monetary Default or Event of Default by Tenant remains uncured at shall have occurred and be continuing both on (A) the time of delivery of date Borrower delivers the Exercise First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; ii) Tenant . Borrower shall have reduced the size of the Premises below obtain and deliver to Lender not later than one (1) full floor Business Day prior to the first day of the Building by agreement term of the Loan as extended one or more Extension Interest Rate Cap Agreements from an Acceptable Counterparty which Extension Interest Rate Cap Agreement(s) shall have a strike rate equal to the Maximum Pay Rate and shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the Interest Period in which the applicable extended Maturity Date occurs; and iii. Borrower shall deliver (or shall commit to deliver within five (5) Business Days thereafter) a Counterparty Opinion with Landlord or pursuant respect to an express right in this Leasethe Extension Interest Rate Agreement and the related Acknowledgment.

Appears in 2 contracts

Sources: Mortgage Loan Note (Strategic Hotels & Resorts, Inc), Mortgage Loan Note (Strategic Hotels & Resorts, Inc)

Extension Option. Tenant shall have the option to extend this Lease the Term for one (1) additional five (5) year extension term (the “Extension OptionTerm”) by notice given to Landlord at least nine (9) months before the Term Expiration Date. Tenant’s election shall be exercised, and Annual Fixed Rent for one additional term the Extension Term determined, as set forth below. If Tenant fails timely to exercise its option for the Extension Term, Tenant shall have no further extension rights hereunder. Tenant’s option so to extend the Term shall be void, at Landlord’s election, if Tenant is in default (subject to any applicable notice and cure periods set forth in this Lease) at the time Tenant elects to extend the Term or at the time the Term would expire but for such extension. The extension of the Term shall be applicable to the entire Premises and Tenant shall have no right to extend the Term for only a portion of the Premises. During the Extension Term, if any, all provisions of this Lease shall apply except that Tenant shall have no further option to extend the Term after the Extension Term. During the Extension Term, Tenant shall pay Annual Fixed Rent equal to ninety-five percent (95%) of the then prevailing market rate for a five (5) years year lease of office space in the greater Boston, Massachusetts “Metro-North” area comparable to the Premises in terms of location within a building, finish, age, building quality and amenities for a tenant of equal size and financial strength as Tenant, under terms and conditions substantially the same as those of this Lease as though then available for single occupancy for the Permitted Uses (or any higher and better use then being made by Tenant) in “as-is” condition or such better condition in which Tenant is required to maintain the Premises and considering all relevant factors (the parties intending and agreeing that uncommon or unusual features of other leases in the marketplace will not be considered) (the “Extension PeriodFair Market Rent”). Landlord shall notify Tenant of its estimate of the Fair Market Rent within ten (10) days after Tenant exercises the extension option. Tenant shall have the option to reject by written notice Landlord’s estimate, upon or to withdraw its exercise of the terms extension option, in any case within fourteen (14) days following delivery of Landlord’s estimate. Failure to respond within such period shall be deemed to constitute acceptance of Landlord’s estimate. In the event Tenant rejects Landlord’s estimate then the Fair Market Rent shall be arbitrated in accordance with the following procedure. In the event Landlord fails to notify Tenant of its estimate as provided above, the parties shall determine Fair Market Rent by arbitration as set forth below. Each of Landlord and conditions hereinafter set forth: Tenant, within twenty (a20) days after notice by Tenant disputing Landlord’s estimate of the Fair Market Rent, shall (i) submit to the other in a sealed envelope its final estimate of the Fair Market Rent (“Estimates”) and (ii) appoint an MAI appraiser with at least ten (10) years experience as an appraiser of office buildings in the Greater Boston “Metro North” area, including first class suburban office buildings, and shall give notice of such appointment to the other party. If the Extension Option is exercisedeither Landlord or Tenant shall fail timely to appoint an appraiser, then the Base Rent per annum for such Extension Period (appraiser appointed by the “Option Rent”) other party shall be an amount equal the sole appraiser for the purposes hereof. The two appraisers shall, within five (5) Business Days after appointment of the second appraiser, appoint a third appraiser who shall be similarly qualified. If the two appraisers are unable to agree timely on the selection of the third appraiser, then either appraiser on behalf of both may request such appointment from the President of the local chapter of the Appraisal Institute (or its successor organization, or if no successor exists, the most similar organization reasonably selected by Landlord). The appraisers shall be charged to reach a majority written decision in accordance with the standards for the Fair Market Rental Value Rent as provided in this Section 2.4.1, within twenty (as defined hereinafter20) for days after the Premises as third appraiser is appointed, by selecting either of the final Estimates of the Fair Market Rent provided by Landlord and Tenant at the commencement of the hearing. The appraisers shall have no authority or jurisdiction to make any other determination of such amount. The cost of the third appraiser shall be borne equally by the parties and otherwise the parties shall bear their own costs. If Landlord should delay in giving the notice which begins the valuation procedures of this Section 2.4.1, or if the process should otherwise be delayed for any reason, then such procedures shall nevertheless remain in effect and be applicable when and as invoked with respect to Annual Fixed Rent payable during the Extension Option for Term; but until such Extension Period. (b) The Extension Option must be exercised by Tenantprocedures are completed, if at all, only Tenant shall pay on account of Annual Fixed Rent at the time and in rate established for Annual Fixed Rent for the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring last twelve (12) months before the expiration of the initial Lease Term (but not before and upon Fair Market Rent being established, Tenant shall pay the date that is fifteen same within ten (1510) months before days of such determination, retroactively to the expiration beginning of the initial Lease Extension Term), exercise . The parties shall adjust for over or under payments within twenty (20) days after the Extension Option by delivering written notice (decision of the “Exercise Notice”) to Landlordappraisers is announced. If Tenant timely and properly exercises its Extension Option, Promptly after the Lease Term shall be extended Annual Fixed Rent is determined for the Extension Period upon all of the terms and conditions set forth in the LeaseTerm, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) Landlord and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with enter into an assignment of Tenant’s entire interest in this Lease. In the event of any assignment amendment of this Lease or subletting confirming the extension of all the Term and the new rate for Annual Fixed Rent. Tenant’s rights under this Section 2.4.1 are personal to Tenant and shall not apply to any Transferee of Tenant (other than a Transferee under a Permitted Transfer). If at any time during the Term Tenant has Transferred more than 4,000 rentable square feet of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a not including Permitted TransfereeTransfers), the Extension Option then Tenant’s rights under this Section 2.4.1 shall automatically terminate and shall thereafter be null and voidvoid and of no further force or effect. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 2 contracts

Sources: Consent to Sublease (Biofrontera AG), Consent to Sublease (Biofrontera AG)

Extension Option. Tenant shall have the right and option to extend this the Lease (the “Extension Option”) for one additional term (1) consecutive period of five (5) years (the “Renewal Term”) under the same terms and conditions as stated in the Lease (an “Extension PeriodOption”), upon with the terms and conditions hereinafter set forth: exceptions that (a) If no further extension options shall exist, and (b) monthly rental for such extension term shall be based on the then prevailing market rental rate as determined by Landlord in good faith based on then recent lease extensions within the Building and surrounding buildings, and taking into consideration Tenant’s use and financial strength and other relevant factors, but in no event shall be less than the monthly rental in effect for the last month of the Term immediately prior to the extension (“Market Rental Notice”). Tenant may reject the Extension Option is exercised, then the Base Rent per annum for such Extension Period granted herein within ten (the “Option Rent”10) shall be an amount equal business days following delivery to the Fair Market Rental Value (as defined hereinafter) for the Premises as Tenant of Landlord’s determination of the commencement of the Extension Option for such Extension Period. prevailing market rental (b) “Rate Notice”). The Extension Option must shall be exercised exercisable by Tenant, if at all, only by timely delivery to Landlord of written notice of election at least six (6) months prior to the expiration of the then current Expiration Date, but no earlier than twelve (12) months prior to the expiration of the then current Expiration Date. The option herein granted shall be deemed to be personal to Tenant, and if Tenant subleases any portion of the Premises or otherwise assigns or transfers any interest thereof to another party (except in the event of a Permitted Transfer), such option shall lapse. In the event that Tenant is in default of any term or condition at the time of its exercise notice beyond any applicable notice and in grace period, then there shall be no extension or renewal of the manner Lease as provided in this Section 51.1(b). (i) herein. As they apply to Tenant’s right to extend the term of the Lease, the parties acknowledge and agree that the terms “extend,” “extension,” “renew,” and/or “renewal” shall be deemed the same. If Tenant wishes desires to exercise the Extension Option, but objects to the Market Rental Rate determined by Landlord, then Tenant mustmust object to the same within said ten (10) business day period. No later than five (5) business days thereafter, on or before Landlord and Tenant shall meet in an effort to negotiate, in good faith, the date occurring twelve Market Rental Rate applicable to the Premises. If Landlord and Tenant have not agreed upon the Market Rental Rate applicable to the Premises within five (125) months before business days after meeting, then Landlord and Tenant shall each appoint a broker not later than forty-five (45) days following Landlord’s delivery of the Rate Notice. If Landlord’s broker and Tenant’s broker have failed to agree upon the Market Rental Rate within sixty (60) days following delivery of the Rate Notice, the two appointed brokers shall appoint a third broker (within five (5) business days following the expiration of said sixty (60) day period), and the initial Lease Term Market Rental Rate shall be the arithmetic average of two (but not before the date that is fifteen (152) months before the expiration of the initial Lease Term)three (3) determinations which are the closest in amount, exercise and the Extension Option by delivering written notice (the “Exercise Notice”) to Landlordthird determination shall be disregarded. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. (ii) If either Landlord or Tenant fails to deliver appoint a timely Exercise Noticebroker within the prescribed time period, Tenant the failing party shall pay to the other party as liquidated damages $100.00 per day for each day following the deadline that such party fails to appoint a broker, not to exceed $500.00. If the two (2) appointed brokers fail to agree upon a third (3rd) broker, then the parties shall have the local office of the American Arbitration Association appoint the third (3rd) broker and the parties shall share equally in the cost of such arbitration. Each party shall bear the costs of its own broker, and the parties shall share equally the cost of the third broker, if applicable. Each broker shall have at least ten (10) years’ experience in the leasing of similar commercial buildings in the submarket in which the Building is located and shall be considered to have elected not to exercise the Extension Optiona licensed real estate broker. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 2 contracts

Sources: Commercial Industrial Lease Agreement (Li-Cycle Holdings Corp.), Commercial Industrial Lease Agreement (Li-Cycle Holdings Corp.)

Extension Option. Provided that Tenant has not assigned this Lease or sublet any or all of the Premises (it being intended that all rights pursuant to this provision are and shall be personal to the original Tenant under this Lease and shall not be transferable or exercisable for the benefit of any Transferee), and provided Tenant is not in default under this Lease at the time of exercise or at any other time thereafter until the beginning of any such extension of the Term, Tenant shall have the option (the "Extension Option") to extend this Lease (the “Extension Option”) Term for one additional term consecutive period of five (5) years (the “"Extension Period"), upon by giving written notice to Landlord of the terms and conditions hereinafter set forth: (a) If the exercise of any such Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring least twelve (12) months before prior to the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration Term. The exercise of the initial Lease Term), exercise the any Extension Option by delivering written notice (Tenant shall be irrevocable and shall cover the “Exercise Notice”) entire Premises then leased by Tenant pursuant to this Lease. Upon such exercise, Landlord shall have the right to review and approve, in Landlord's sole discretion, Tenant's financial condition and creditworthiness at such time. If Tenant timely Landlord approves Tenant's financial condition and properly exercises its Extension Optioncreditworthiness, Landlord shall so notify Tenant, and the Term of the Lease Term shall be extended for the applicable Extension Period without the execution of any further instrument by the parties; provided that Landlord and Tenant shall, if requested by either party, execute and acknowledge and instrument confirming the exercise of the Extension Option. Any Extension Option shall terminate if not exercised precisely in the manner provided herein. Any extension of the Term shall be upon all of the terms and conditions set forth in the Lease, as amendedthis Lease and all Exhibits thereto, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(athat:(i) and Tenant shall have no further options option to extend the Lease Term. Term of the Lease, other than as specifically set forth herein; (ii) If Tenant fails Landlord shall not be obligated to deliver a timely Exercise Noticecontribute funds toward the cost of any remodeling, Tenant renovation, alteration or improvement work in the Premises; and (iii) Base Rent for any such Extension Period shall be considered to have elected not to exercise 100% of the Extension Option. then "Fair Market Base Rental" (cas defined below) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of for the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee)space and term involved, the Extension Option which shall automatically terminate and shall thereafter be null and voiddetermined as set forth below. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 2 contracts

Sources: Lease Agreement (Crossworlds Software Inc), Lease Agreement (Crossworlds Software Inc)

Extension Option. Tenant shall have the option to extend this Lease (the “Extension Option”) for one additional term of five (5) years (the “Extension Period”), upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period; provided, however, that the Option Rent shall in no event be less than the Base Rent scheduled to be paid during the year immediately prior to the commencement of the Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, . only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term or any part thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise NoticeNotice or at the commencement of the Extension Period, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor the size of the Building initial Premises by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 2 contracts

Sources: Lease Agreement (Talend SA), Lease Agreement (Talend SA)

Extension Option. Upon and subject to the following terms and conditions, Tenant shall have the option right to extend the term of this Lease (the “Extension Option”) for one additional term two consecutive periods of five (5) years each provided that (i) Tenant itself occupies at least 50% of the “Extension Period”)Premises, upon and (ii) it shall be a condition to the extension for the second such period that Tenant shall have timely and properly extended the term of this Lease for the first such period, and (iii) at the time of its exercise of any such extension and at the commencement of such extension period Tenant shall not be in default under this Lease beyond the expiration of applicable notice and cure periods, and (iv) Tenant shall give notice of such extension at least twelve (12) months prior to the then expiration of the term of this Lease. Provided that the Tenant has timely and properly complied with all the foregoing conditions, then, without the necessity of any further action, the term of this Lease shall be extended for such five-year extension period on all the terms and conditions hereinafter set forth: hereof except that there shall be no further rights of extension after Tenant extends for the second five-year period and for and with respect to each such extension period annual Fixed Rent shall be equal to the greater of (ai) the annual Fixed Rent immediately in effect prior to such extension or (ii) an amount an equal to 87.5% of the then Fair Market Rental Value of the Premises. "Fair Market Rental Value" shall be determined based on the use of the Premises as first-class professional space utilizing properties of a similar character in comparable first-class office buildings within the City of Boston. At least sixty (60) days prior to the last day upon which the Tenant may give notice exercising such option Tenant may request that Landlord designate the annual Fixed Rent payable in respect of the extension period and Landlord shall designate such rent payable during the extended term in question within thirty days thereafter but Landlord shall not be required to make such designation more than seventeen (17) months prior to the commencement of the extended term in question. If Tenant disagrees with Landlord's designation then Tenant shall have the Extension Option is exercised, then the Base Rent per annum right in its notice exercising such extension to make a request of Landlord for such Extension Period a broker determination (the “Option Rent”"Broker Determination") shall be an amount equal to of the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must extended term which Broker Determination shall be exercised by Tenant, if at all, only at the time and made in the manner provided set forth in this Section 51.1(b). (i) Exhibit D. If Tenant wishes fails timely to exercise request the Extension Option, Tenant must, on or before Broker Determination then the date occurring twelve (12) months before the expiration term of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of applicable extended term and the terms and conditions set forth in the Lease, as amended, except that the Base Fair Market Rent Value for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than such extended term shall be equal to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and voidthat designated by Landlord. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 2 contracts

Sources: Office Lease (Keane Inc), Office Lease (Keane Inc)

Extension Option. Tenant Subtenant shall have the option to extend this Lease right (the “Extension OptionRight”) to extend the Term of this Sublease for one a single additional term period of five three (53) years months (the “Sublease Extension PeriodTerm), upon ) on the same terms and conditions hereinafter set forth: as this Sublease (aother than Base Rent) If by giving Sublandlord written notice of its election to exercise the Extension Option is exercisedRight at least eight (8) months prior to the Expiration Date of the initial Term, then which notice, once given, shall be irrevocable. If Subtenant timely elects to exercise such right to the Sublease Extension Term, the Sublease Extension Term shall commence on the day immediately following the initial Expiration Date. During the Sublease Extension Term, Base Rent per annum for such Extension Period (each portion of the “Option Rent”) Subleased Premises shall be an amount payable at a rate equal to 103% of the Fair Market Rental Value rate in effect with respect to such portion of the Subleased Premised on the initial Expiration Date. The Extension Right is personal to Subtenant and shall not be assignable without Sublandlord’s and Prime Lessor’s consent in their respective sole discretion, except that it may (as defined hereinaftersubject to obtaining the consent of Prime Lessor to the extent required under Section 22 of the Prime Lease) for be assigned in connection with a Corporate Permitted Assignment of this Sublease. Notwithstanding the foregoing, Subtenant may not exercise the Extension Right (i) during any period of time that Subtenant is in default under any provision of this Sublease, (ii) if Subtenant has been in default under any provision of this Sublease two (2) or more times, whether or not the defaults are cured, during the last year of the initial Term of this Sublease, or (iii) if Subtenant is not in occupancy of at least eighty percent (80%) of the entire Subleased Premises as both at the time of the exercise of the Extension Right and at the time of the commencement date of the Sublease Extension Term. The Extension Right shall terminate and be of no further force or effect even after Subtenant’s due and timely exercise of the Extension Right, if after such exercise, but prior to the commencement date of the Sublease Extension Term, (i) Subtenant fails to timely cure any default by Subtenant under this Sublease, or (ii) Subtenant has defaulted two (2) or more times during the period from the date of the exercise of the Extension Right to the date of the commencement of the Sublease Extension Option for Term, whether or not such Extension Perioddefaults are cured. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 2 contracts

Sources: Sublease (Verve Therapeutics, Inc.), Sublease (Verve Therapeutics, Inc.)

Extension Option. 54.1. So long as Tenant is not in default under this Lease, Tenant shall have the an option to extend the Term of this Lease for two (the “Extension Option”2) for one additional term periods of five (5) years each (the “Extension each a "Renewal Period"), upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum . The option for each such Extension additional 5-year Renewal Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must term may be exercised by Tenant, if at all, Tenant only at by written notice (the time and in the manner provided in this Section 51.1(b). (i"Extension Exercise Notice") If Tenant wishes given to exercise the Extension Option, Tenant must, on or before Landlord not later than the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that which is at least fifteen (15) months before prior to the expiration of the initial Lease Term, in the case of the first 5-year option, and at least fifteen (15) months prior to the expiration of the first Renewal Period (each an "Option Exercise Date"), exercise in the Extension Option by delivering written notice (case of the “Exercise Notice”) second Renewal Period. In the event that Tenant exercises the option to Landlord. If Tenant timely and properly exercises its Extension Optionextend the Term in accordance with the provisions hereof, the Lease Term shall be extended accordingly. Tenant's extension option for the Extension first Renewal Period upon shall be for a minimum of fifty percent (50%) of the Rentable Area of the Centerpointe I Building in a contiguous block of space and shall be for no less than one-half of any particular floor. Tenant's extension option for the second Renewal Period shall be for one hundred percent (100%) of the space for which Tenant exercised the extension option during the first Renewal Period. Upon the commencement of each Renewal Period, Landlord shall grant to Tenant a reasonable refurbishment allowance in such amount as may be mutually agreed to by Landlord and Tenant, which amount shall be agreed to in conjunction with, and as a component of, the determination of "Market Rental Value", as described below. Except as stated below in this Article, all of the terms and conditions set forth of this Lease in effect immediately prior to the Lease, as amended, except that the Base Rent for the Extension respective Renewal Period shall equally pertain in all respects to the respective Renewal Period. All references in this Lease to the Term of this Lease shall be as provided in Section 51.1(a) and construed to include the applicable Renewal Period, unless the context clearly indicates that another meaning is intended. Tenant shall not have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not right to exercise the Extension Optionextension option for the second Renewal Period unless Tenant had previously exercised the extension option for the first Renewal Period. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 2 contracts

Sources: Lease Agreement (American Management Systems Inc), Lease Agreement (American Management Systems Inc)

Extension Option. Tenant shall have (i) The Parent Borrower may, not more than twice during the option term of this Agreement, by written notice to the Administrative Agent and the Foreign Trade Facility Agent (such notice being an “Extension Notice”) delivered no later than 90 and not more than 180 days prior to the second anniversary of the Effective Date (or, in the case of the second such notice, no later than 90 and not more than 180 days prior to the date that is two years after such second anniversary) (the date of such notice, the “Notice Date”), request the Lenders with a Foreign Credit Commitment and the Foreign Issuing Lenders to extend this Lease the then applicable Foreign Trade Maturity Date for an additional two years (the “Extended Foreign Trade Maturity Date”). The Foreign Trade Facility Agent shall promptly transmit any Extension Notice to each Lender with a Foreign Credit Commitment and each Foreign Issuing Lender. Each Foreign Issuing Lender and each Lender with a Foreign Credit Commitment shall notify the Foreign Trade Facility Agent whether it wishes to extend the then applicable Foreign Trade Maturity Date at least 60 days prior to such anniversary of the Effective Date, and any such notice given by a Foreign Issuing Lender or a Lender with a Foreign Credit Commitment to the Foreign Trade Facility Agent, once given, shall be irrevocable as to such Lender. The Foreign Trade Facility Agent shall promptly notify the Administrative Agent and the Parent Borrower of the notice of each Foreign Issuing Lender and each Lender with a Foreign Credit Commitment that it wishes to extend (each, an “Extension Acceptance Notice”). Any Foreign Issuing Lender and any Lender with a Foreign Credit Commitment which does not expressly notify the Foreign Trade Facility Agent on or before the date that is 60 days prior to the then applicable anniversary of the Effective Date that it wishes to so extend the then applicable Foreign Trade Maturity Date shall be deemed to have rejected the Parent Borrower’s request for extension of such Foreign Trade Maturity Date. If all the Lenders with a Foreign Credit Commitment and all the Foreign Issuing Lenders have elected (in their sole and absolute discretion) to so extend the then applicable Foreign Trade Maturity Date, the Foreign Trade Facility Agent shall notify the Administrative Agent and the Parent Borrower of such election by the Lenders with a Foreign Credit Commitment and the Foreign Issuing Lenders no later than five Business Days after the date when Extension Acceptance Notices are due, and effective on the date of such notice by the Foreign Trade Facility Agent to the Administrative Agent and the Parent Borrower (the “Extension Option”) for one additional term of five (5) years (the “Extension PeriodDate”), upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) Foreign Trade Maturity Date shall be automatically and immediately so extended to the Extended Foreign Trade Maturity Date. No extension will be permitted hereunder without the consent of all the Lenders with a Foreign Credit Commitment and all the Foreign Issuing Lenders (after giving effect to the replacement of any non-extending Lender or non-extending Foreign Issuing Lender pursuant to paragraph (iii) or (iv) below, as applicable) unless, at the election of the Parent Borrower, in writing to the Administrative Agent and the Foreign Trade Facility Agent, the Parent Borrower removes from the Foreign Trade Facility each Lender with a Foreign Credit Commitment and each Foreign Issuing Lender that has not so consented to the Extended Foreign Trade Maturity Date, in which case the Foreign Credit Commitments and Foreign Credit Instrument Issuing Commitments of each such removed Lenders and Foreign Issuing Lenders, as applicable, will be automatically terminated, and the aggregate Foreign Credit Commitments and Foreign Credit Instrument Issuing Commitments hereunder shall be reduced by the amounts of the Foreign Credit Commitments and Foreign Credit Instrument Issuing Commitments of such removed Lenders and removed Foreign Issuing Lenders, as applicable; provided, that, (x) after giving effect to any such removal by the Parent Borrower and resulting termination of the Foreign Credit Commitment or Foreign Credit Instrument Issuing Commitment of any such removed Lender or Foreign Issuing Lender, (A) the total Foreign Trade Exposures of all the Foreign Issuing Lenders (including those non-extending Foreign Issuing Lenders that have not, at the election of the Parent Borrower in its sole discretion, received a Counter Guarantee to support the outstanding Foreign Credit Instruments and/or Joint Signature Foreign Credit Instruments issued by such non-extending Foreign Issuing Lender) does not exceed the total Foreign Credit Commitments of all the extending Lenders with Foreign Credit Commitments, (B) each outstanding Foreign Credit Instrument and/or Joint Signature Foreign Credit Instrument issued by a Foreign Issuing Lender removed in accordance with this Section shall continue to be considered an issued Foreign Credit Instrument and/or Joint Signature Foreign Credit Commitment hereunder and part of the Foreign Trade Exposure hereunder unless the Parent Borrower elects in its sole discretion to have a Counter Guarantee issued hereunder in favor of such removed Foreign Issuing Lender to support such Foreign Credit Instruments and/or Joint Signature Foreign Credit Commitments, in which case such Foreign Credit Instruments and/or Joint Signature Foreign Credit Instruments shall no longer be considered to be Foreign Credit Instruments or Joint Signature Foreign Credit Instruments issued pursuant to this Agreement except that for purposes of Section 2.6(p)(iii), (iv) and (v) and Section 2.6(h) such Foreign Credit Instruments and/or Joint Signature Foreign Credit Instruments shall continue to be considered as issued pursuant to this Agreement and the Borrowers’ obligations under such Sections with respect to fees, costs, expenses, reimbursement and indemnification obligations shall continue to apply with respect to such Foreign Credit Instruments and Joint Signature Foreign Credit Instruments and (C) the Borrowers, the Administrative Agent and the Foreign Trade Facility Agent shall have entered into such agreements, if any, as any of them shall have reasonably requested to reflect such extension of the Foreign Trade Facility with reduced Foreign Credit Commitments and Foreign Credit Instrument Issuing Commitments, as the case may be, reflecting the removal of such Lenders with Foreign Credit Commitments and Foreign Issuing Lenders, as the case may be (and any participations purchased under this Agreement shall be automatically appropriately adjusted in amount to reflect the such changed Commitments) and (y) any such removed Lender or removed Foreign Issuing Lender, as applicable, shall have received payment of all amounts owing to such removed Lender or Foreign Issuing Lender with respect to its Foreign Credit Commitment and/or Foreign Credit Instrument Issuing Commitment, as applicable, including the repayment of an amount equal to the Fair Market Rental Value (outstanding funded participations of all Foreign Credit Disbursements made by such removed Lender or funded Foreign Credit Disbursements made by such removed Foreign Issuing Lender, as defined hereinafter) for applicable, any accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the Premises other Loan Documents in connection with such respective Commitments. Upon the delivery of an Extension Notice and upon the extension of the Foreign Trade Maturity Date pursuant to this Section 2.6(b)(i), the Parent Borrower shall be deemed to have represented and warranted on and as of the commencement of Notice Date and the Extension Option for such Extension Period. (b) The Extension Option must be exercised by TenantDate, if at allas the case may be, only at the time that no Default or Event of Default has occurred and in the manner provided is continuing. Notwithstanding anything contained in this Section 51.1(b). (i) If Tenant wishes Agreement to exercise the Extension Optioncontrary, Tenant must, on no Lender with a Foreign Credit Commitment or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant Foreign Issuing Lender shall have no further options any obligation to extend the Lease TermForeign Trade Maturity Date, and each Lender with a Foreign Credit Commitment and each Foreign Issuing Lender may (with respect to its respective Foreign Credit Commitment and/or Foreign Credit Instrument Issuing Commitment) at its option, unconditionally and without cause, decline to extend the Foreign Trade Maturity Date. (ii) If Tenant fails the Foreign Trade Maturity Date shall have been extended in accordance with Section 2.6(b)(i), all references herein to deliver a timely Exercise Notice, Tenant the “Foreign Trade Maturity Date” shall be considered refer to have elected not to exercise the Extension OptionExtended Foreign Trade Maturity Date. (ciii) It is understood The Parent Borrower shall have the right on or before the applicable Foreign Trade Maturity Date to replace each non-extending Lender with a Foreign Credit Commitment with one or more Persons (A) reasonably satisfactory to the Parent Borrower, the Administrative Agent and agreed that the Extension Option hereby granted is personal Foreign Trade Facility Agent and (B) satisfactory to Original Tenant the Foreign Issuing Lenders in their sole discretion (the “Additional Commitment Lender”), as provided in Section 2.21(b), each of which such Additional Commitment Lenders shall have entered into an Assignment and is not transferable except Assumption pursuant to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all which such Additional Commitment Lender shall, effective as of the Premises for applicable Foreign Trade Maturity Date, undertake a period ending Foreign Credit Commitment (and if any such Additional Commitment Lender is already a Lender, its new Commitment shall be in the last one hundred eighty (180) days addition to any other Commitment of the Term thereof (other than to a Permitted Transfereesuch Lender on such date), the Extension Option shall automatically terminate and shall thereafter be null and void. (div) Tenant’s exercise The Parent Borrower shall have the right on or before the applicable Foreign Trade Maturity Date to replace each non-extending Foreign Issuing Lender with one or more Persons reasonably satisfactory to the Parent Borrower, the Administrative Agent and the Foreign Trade Facility Agent (the “Additional Foreign Issuing Lender”), as provided in Section 2.21(b), each of which such Additional Foreign Issuing Lenders shall have entered into an Assignment and Assumption pursuant to which such Additional Foreign Issuing Lender shall, effective as of the Extension Option shallapplicable Foreign Trade Maturity Date, undertake a Foreign Credit Instrument Issuing Commitment (and if Landlord so elects any such Additional Foreign Issuing Lender is already a Foreign Issuing Lender, its new Commitment shall be in its absolute discretion, be ineffective in the event that (i) an Event addition to any other Commitment of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Leasesuch Foreign Issuing Lender on such date).

Appears in 2 contracts

Sources: Credit Agreement (SPX Corp), Credit Agreement (SPX Corp)

Extension Option. Tenant shall have (i) The Parent Borrower may from time to time during the option term of this Agreement, by written notice to the Administrative Agent and the Foreign Trade Facility Agent (such notice being an “Extension Notice”) delivered no later than 60 days prior to the Foreign Trade Maturity Date (the date of such notice, the “Notice Date”), request the Lenders with a Participation FCI Commitment and the FCI Issuing Lenders to extend this Lease the then applicable Foreign Trade Maturity Date for an additional year (the “Extended Foreign Trade Maturity Date”). The Foreign Trade Facility Agent shall promptly transmit any Extension Notice to each Lender with a Participation FCI Commitment and each FCI Issuing Lender. Each FCI Issuing Lender and each Lender with a Participation FCI Commitment shall notify the Foreign Trade Facility Agent whether it wishes to extend the then applicable Foreign Trade Maturity Date at least 30 days (or such earlier date as directed by the Parent Borrower) prior to the then applicable Foreign Trade Maturity Date, and any such notice given by an FCI Issuing Lender or a Lender with a Participation FCI Commitment to the Foreign Trade Facility Agent, once given, shall be irrevocable as to such Lender. The Foreign Trade Facility Agent shall promptly notify the Administrative Agent and the Parent Borrower of the notice of each FCI Issuing Lender and each Lender with a Participation FCI Commitment that it wishes to extend (each, an “Extension Acceptance Notice”). Any FCI Issuing Lender and any Lender with a Participation FCI Commitment which does not expressly notify the Foreign Trade Facility Agent on or before the date that is 30 days (or such earlier date as directed by the Parent Borrower) prior to the then applicable Foreign Trade Revolving Maturity Date that it wishes to so extend the then applicable Foreign Trade Maturity Date shall be deemed to have rejected the Parent Borrower’s request for extension of such Foreign Trade Maturity Date. If all the Lenders with a Participation FCI Commitment and all the FCI Issuing Lenders have elected (in their sole and absolute discretion) to so extend the then applicable Foreign Trade Maturity Date, the Foreign Trade Facility Agent shall notify the Administrative Agent and the Parent Borrower of such election by the Lenders with a Participation FCI Commitment and the FCI Issuing Lenders no later than five Business Days after the date when Extension Acceptance Notices are due, and effective on the date of such notice by the Foreign Trade Facility Agent to the Administrative Agent and the Parent Borrower (the “Extension Option”) for one additional term of five (5) years (the “Extension PeriodDate”), upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) Foreign Trade Maturity Date shall be automatically and immediately so extended to the Extended Foreign Trade Maturity Date. No extension will be permitted hereunder without the consent of all the Lenders with a Participation FCI Commitment and all the FCI Issuing Lenders (after giving effect to the replacement of any non-extending Lender or non-extending FCI Issuing Lender pursuant to paragraph (iii) or (iv) below, as applicable) unless, at the election of the Parent Borrower, in writing to the Administrative Agent and the Foreign Trade Facility Agent, the Parent Borrower removes from the Foreign Trade Facility each Lender with a Participation FCI Commitment and each FCI Issuing Lender that has not so consented to the Extended Foreign Trade Maturity Date, in which case the Participation FCI Commitments, Bilateral FCI Issuing Commitments and Participation FCI Issuing Commitments of each such removed Lender and removed FCI Issuing Lender, as applicable, will be automatically terminated as of the then applicable Foreign Trade Maturity Date (not giving effect to the proposed extension), and the aggregate Participation FCI Commitments, Bilateral FCI Issuing Commitments and Participation FCI Issuing Commitments hereunder shall be reduced as of the then applicable Foreign Trade Maturity Date (not giving effect to the proposed extension) by the amounts of the Participation FCI Commitments, Bilateral FCI Issuing Commitments and Participation FCI Issuing Commitments of each such removed Lender and removed FCI Issuing Lender, as applicable; provided, that, (x) after giving effect to any such removal by the Parent Borrower and resulting termination of the Participation FCI Commitment, Bilateral FCI Issuing Commitment or Participation FCI Issuing Commitment of any such removed Lender or removed FCI Issuing Lender, (A) the total FCI Issuing Lender Exposures with respect to Participation FCIs of all the Participation FCI Issuing Lenders (including those non-extending Participation FCI Issuing Lenders that have not, at the election of the Parent Borrower in its sole discretion, received a Counter-Guarantee to support the outstanding Participation FCIs issued by such non-extending Participation FCI Issuing Lender) does not exceed the total Participation FCI Commitments of all the extending Lenders with Participation FCI Commitments, (B) each outstanding Bilateral FCI and outstanding Participation FCI issued by an FCI Issuing Lender removed in accordance with this Section shall continue to be considered an issued Bilateral FCI or Participation FCI (as applicable) hereunder and part of the FCI Issuing Lender Exposure hereunder unless the Parent Borrower elects in its sole discretion to have a Counter-Guarantee issued hereunder in favor of such removed FCI Issuing Lender to support such Bilateral FCIs and Participation FCIs, in which case such Bilateral FCIs and Participation FCIs shall no longer be considered to be Bilateral FCIs or Participation FCIs issued pursuant to this Agreement except that for purposes of Section 2.6(p)(iii), (iv) and (v) and Section 2.6(h) such Bilateral FCIs and Participation FCIs shall continue to be considered as issued pursuant to this Agreement and the Borrowers’ obligations under such Sections with respect to fees, costs, expenses, reimbursement and indemnification obligations shall continue to apply with respect to such Bilateral FCIs and Participation FCIs and (C) the Borrowers, the Administrative Agent and the Foreign Trade Facility Agent shall have entered into such agreements, if any, as any of them shall have reasonably requested to reflect such extension of the Foreign Trade Facility with reduced Participation FCI Commitments, Bilateral FCI Issuing Commitments and Participation FCI Issuing Commitments, as the case may be, reflecting the removal of such Lenders with Participation FCI Commitments and FCI Issuing Lenders, as the case may be (and any participations purchased under this Agreement shall be automatically appropriately adjusted in amount to reflect such changed Commitments) and (y) any such removed Lender or removed FCI Issuing Lender, as applicable, shall have received payment of all amounts owing to such removed Lender or removed FCI Issuing Lender with respect to its Participation FCI Commitment, Bilateral FCI Issuing Commitment and/or Participation FCI Issuing Commitment, as applicable, including the repayment of an amount equal to the Fair Market Rental Value (outstanding funded participations of all FCI Disbursements made by such removed Lender or funded FCI Disbursements made by such removed FCI Issuing Lender, as defined hereinafter) for applicable, any accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the Premises other Loan Documents in connection with such Commitment. Upon the delivery of an Extension Notice and upon the extension of the Foreign Trade Maturity Date pursuant to this Section 2.6(b)(i), the Parent Borrower shall be deemed to have represented and warranted on and as of the commencement of Notice Date and the Extension Option for such Extension Period. (b) The Extension Option must be exercised by TenantDate, if at allas the case may be, only at the time that no Default or Event of Default has occurred and in the manner provided is continuing. Notwithstanding anything contained in this Section 51.1(b). (i) If Tenant wishes Agreement to exercise the Extension Optioncontrary, Tenant must, on no Lender with a Participation FCI Commitment or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant FCI Issuing Lender shall have no further options any obligation to extend the Lease TermForeign Trade Maturity Date, and each Lender with a Participation FCI Commitment and each FCI Issuing Lender may (with respect to its respective Participation FCI Commitment, Bilateral FCI Issuing Commitment and/or Participation FCI Issuing Commitment) at its option, unconditionally and without cause, decline to extend the Foreign Trade Maturity Date. (ii) If Tenant fails the Foreign Trade Maturity Date shall have been extended in accordance with Section 2.6(b)(i), all references herein to deliver a timely Exercise Notice, Tenant the “Foreign Trade Maturity Date” shall be considered refer to have elected not to exercise the Extension OptionExtended Foreign Trade Maturity Date. (ciii) It is understood The Parent Borrower shall have the right on or before the applicable Foreign Trade Maturity Date to replace each non-extending Lender with a Participation FCI Commitment with one or more Persons (A) reasonably satisfactory to the Parent Borrower, the Administrative Agent and agreed that the Extension Option hereby granted is personal Foreign Trade Facility Agent and (B) satisfactory to Original Tenant the Participation FCI Issuing Lenders in their sole discretion (such replacing Persons, the “Additional Participation FCI Lenders”), as provided in Section 2.21(b), each of which such Additional Participation FCI Lenders shall have entered into an Assignment and is not transferable except Assumption pursuant to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all which such Additional Participation FCI Lender shall, effective as of the Premises for applicable Foreign Trade Maturity Date, undertake a period ending Participation FCI Commitment (and if any such Additional Participation FCI Lender is already a Lender, its new Commitment shall be in the last one hundred eighty (180) days addition to any other Commitment of the Term thereof (other than to a Permitted Transfereesuch Lender on such date), the Extension Option shall automatically terminate and shall thereafter be null and void. (div) Tenant’s exercise The Parent Borrower shall have the right on or before the applicable Foreign Trade Maturity Date to replace each non-extending FCI Issuing Lender with one or more Persons reasonably satisfactory to the Parent Borrower, the Administrative Agent and the Foreign Trade Facility Agent (such replacing Persons, the “Additional FCI Issuing Lenders”), as provided in Section 2.21(b), each of which such Additional FCI Issuing Lenders shall have entered into an Assignment and Assumption pursuant to which such Additional FCI Issuing Lender shall, effective as of the Extension Option shallapplicable Foreign Trade Maturity Date, undertake a Bilateral FCI Issuing Commitment and/or Participation FCI Issuing Commitment (and if Landlord so elects any such Additional FCI Issuing Lender is already an FCI Issuing Lender, its new Commitment shall be in its absolute discretion, be ineffective in the event that (i) an Event addition to any other Commitment of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Leasesuch FCI Issuing Lender on such date).

Appears in 2 contracts

Sources: Credit Agreement (SPX Corp), Credit Agreement (SPX Corp)

Extension Option. Article 35 of the Initial Lease is hereby entirely deleted from the Lease. Tenant shall have the option to extend this Lease two (the 2) options (each an “Extension Option”) to extend the Lease for one additional term a period of five (5) years each (the “Extension PeriodSecond Option Term” or the “Third Option Term)) commencing immediately after the expiration of the previous Option Term, upon the terms and conditions hereinafter set forthas follows: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be A. To exercise an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve shall give written notice of exercise to Landlord not less than nine (129) calendar months before prior to the expiration of the initial Lease Option Term or Second Option Term, as the case may be. Thereafter, not less than eight (but not before the date that is fifteen (15) 8) calendar months before prior to the expiration of the initial Lease Option Term or Second Option Term, Landlord shall give written notice to Tenant of Landlord’s reasonable determination of the Minimum Rental for the Premises for the Second Option Term or the Third Option Term as the case may be (based on the then-prevailing net market rental rate for comparable space in the Building for the Second Option Term (or the Third Option Term), . Tenant’s notice of exercise the of an Extension Option by delivering and Landlord’s determination of the Minimum Rental shall be binding and irrevocable unless Tenant shall, at Tenant’s option, give Landlord written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms withdrawal of Tenant’s notice of exercise of an Extension Option within twenty (20) days after Landlord’s notice of the Minimum Rental is given. Time is of the essence with respect to Tenant’s notices. B. The Extension Options granted to Tenant are personal to the original Tenant and conditions set forth in may be exercised only by the Leaseoriginal Tenant while occupying the Premises, as amendedwho does so without the intent of thereafter assigning this Lease or subletting the Premises or any portion thereof, except that the Base Rent for the Extension Period shall and may not be as provided in Section 51.1(a) and exercised or be assigned, voluntarily or involuntarily, by or to any person or entity other than Tenant. C. Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not right to exercise the an Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of , notwithstanding any assignment of this Lease or subletting of all of the Premises for a period ending provision in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise grant of the Extension Option shallOptions to the contrary, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event during the period of Default by time commencing on the date after a monetary obligation to Landlord is due from Tenant remains uncured at and unpaid (without any necessity for notice thereof to Tenant) and continuing until the time of delivery of the Exercise Noticeobligation is paid, or (ii) in the event that Landlord has given to Tenant three or more notices of monetary default whether or not the defaults are cured, during the 12-month period of time immediately prior to the time that Tenant attempts to exercise the subject Extension Option. Tenant shall have reduced no Extension Option beyond the size expiration of the Premises below one Third Option Term. D. Within thirty (130) full floor days after written request by Landlord, Tenant shall execute and deliver a document in form reasonably satisfactory to Landlord confirming any exercise or termination of the Building by agreement with Landlord an Extension Option, but an otherwise valid exercise of an Extension Option shall be fully effective whether or pursuant to an express right in this Leasenot such confirming document is executed.

Appears in 2 contracts

Sources: Lease Amending Agreement, Lease Amending Agreement (Winmark Corp)

Extension Option. Tenant shall have the option to extend this the Term of the Lease (the “Extension Option”) for one (1) additional term period of five (5) years (the “Extension PeriodTerm”), upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal by written notice given to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if Landlord at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring least twelve (12) months before the scheduled expiration of the initial Lease Term and not earlier than eighteen (but not before the date that is fifteen (1518) months before the scheduled expiration of the initial Lease Term, on the terms set forth below (the “Extension Option”), exercise . Tenant’s notice exercising the Extension Option by delivering written must be unconditional and irrevocable in order to be effective. Failure to timely deliver Tenant’s notice (exercising the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option shall constitute Tenant’s waiver of the Extension Option, . Tenant’s lease of the Lease Leased Premises during the Extension Term shall be extended for the Extension Period upon on all of the terms and conditions set forth of this Lease in effect on the Lease, as amendedlast day of the expiring Term, except that Net Rent during the Base Extension Term shall be the Fair Market Net Rent as determined hereunder. Tenant shall have no option to extend the Term beyond the end of the Extension Term. Any dispute over Fair Market Net Rent shall be resolved in accordance with Article 7. All references in this Lease to “Term” shall mean the initial Term as extended by any Extension Term. For any part of the Extension Term during which the Net Rent is in dispute hereunder, Tenant shall make payment on account of Net Rent at the rate estimated by Landlord, and the parties shall adjust for any overpayments or underpayments upon the issuance of the arbitrators’ decision. The failure by the parties to complete the process contemplated under this Section 9.01 prior to commencement of the Extension Term shall not affect the continuation of the Term or the parties’ obligation to make any adjustments for any overpayments or underpayments for the Net Rent due for the Extension Term promptly after the determination thereof is made. If Tenant shall exercise the Extension Option in accordance with this Section 9.01, the provisions of this Section shall be self-operative, but upon request by either party after determination of the Net Rent for the Extension Period Term, the parties shall be as provided in execute an agreement specifying the Net Rent for the Extension Term and acknowledging the extension of the Term. Notwithstanding any provision of this Section 51.1(a) and Tenant shall have no further options to the contrary, Tenant’s option to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant Term shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenantvoid, at Landlord’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shallelection, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured is in default hereunder, after any applicable notice and cure periods have expired, at the time of delivery of Tenant elects to extend the Exercise NoticeTerm or at the time the Term would expire but for such extension, or (ii) Tenant shall have reduced the size any Transfer under Section 4.06 has occurred on or before either such time, other than a Permitted Transfer or sublease(s) covering less than half of the Leased Premises below one (1) full floor of in the Building by agreement with Landlord or pursuant to an express right in this Leaseaggregate.

Appears in 2 contracts

Sources: Lease Agreement (Rhythm Pharmaceuticals, Inc.), Lease Agreement (Rhythm Pharmaceuticals, Inc.)

Extension Option. This extension option is a part of the Lease dated ______________ by and between RF Industries, Ltd., as Tenant, and Monarch Owner LLC, as Landlord, for the Premises set forth in the Lease. (A) Tenant shall shall, upon giving Landlord at least nine (9) months prior written notice but no more than fifteen (15) months from the natural Expiration Date of the Lease (“Exercise Notice”), have the option to extend renew this Lease (the “Extension Option”) for one additional term of five (5) years (“Renewal Term”) upon all the “Extension Period”), upon the same terms and conditions hereinafter set forth: (a) If of the Extension Option is exercisedLease, then except for the annual Base Rent per annum for such Extension Period (the “Option Rent”) , which shall be an amount equal to determined in accordance with the then “Prevailing Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and Rate” being charged in the manner provided Building and other comparable quality office buildings in this Section 51.1(b). the ▇▇▇▇▇▇ County, New Jersey office market for: (i) If Tenant wishes to exercise the Extension Optioncomparable space in size, Tenant mustquality and condition; (ii) comparable term of lease; and (iii) comparable Building services, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term)amenities and location. In no event, exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Optionhowever, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period Renewal Term be less than the annual Base Rent being paid by Tenant in the month immediately prior to the time the Renewal Term commences. (B) Within fifteen (15) days after receipt of Tenant’s Exercise Notice, Landlord shall send written notice to Tenant of the Prevailing Fair Market Rental Rate for the Renewal Term. In the event Landlord and Tenant cannot agree upon the annual Base Rent for the Renewal Term within thirty (30) days of Landlord’s notice, then within fifteen (15) days thereafter, each party shall select a qualified commercial real estate appraiser with at least five (5) years experience in appraising office properties in the ▇▇▇▇▇▇ County, New Jersey office market and surrounding areas. The two appraisers shall give their opinion of Prevailing Fair Market Rental Rates within twenty (20) days after their retention. If the opinions of the two appraisers differ by three (3%) percent, and after good faith efforts over the succeeding ten (10) day period the parties cannot mutually agree on the Base Rent for the Renewal Term, then the appraisers shall immediately and jointly appoint a third appraiser with the qualifications specified above. This third appraiser shall, within five (5) business days, choose either the determination of Landlord’s appraiser or ▇▇▇▇▇▇’s appraiser and such choice of this third appraiser shall be final and binding on Landlord and Tenant. Each party shall pay its own costs for its real estate appraiser and shall equally share the costs of any third appraiser. As soon as provided Landlord and Tenant have agreed to the Base Rent for the Renewal Term, the parties shall execute an amendment to the Lease confirming the extension of the Term and the adjusted Base Rent. (C) Tenant’s option to extend the Terms pursuant to this Section shall be condition upon and subject to each of the following: (i) Tenant’s timely exercise of this option by providing Landlord its Exercise Notice within the time frame described in Section 51.1(aparagraph (A) above; (ii) Tenant shall not be in default under the terms and conditions of this Lease beyond the applicable grace period for the cure thereof at the time Tenant exercises its option or at the commencement of the Renewal Term; (iii) Tenant shall not have subleased any portion of the Premises to any subtenant other than an Affiliate or assigned its interest in this Lease to any assignee other than an Affiliate, it being expressly understood that this option to renew shall be deemed personal to Tenant and Affiliate may not be assigned without ▇▇▇▇▇▇▇▇’s prior written consent; (iv) Tenant shall have no further options renewal option other than the option to extend for the Lease Term.Renewal Term set forth in paragraph (A) above; and (iiv) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced no obligation to do any work with respect to the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this LeasePremises.

Appears in 2 contracts

Sources: Lease Agreement (R F Industries LTD), Lease Agreement (R F Industries LTD)

Extension Option. Landlord hereby grants to Tenant shall have the an option to extend this Lease the Term for two (the “Extension Option”2) for one additional term periods of five two (52) years each (the each an “Extension Period”). The first Extension Period shall commence on September 1, upon 2020 (“First Extension Commencement Date”) and shall expire on August 30, 2022 (“First Extension Expiration Date”), unless sooner terminated in accordance with the terms and conditions hereinafter set forth:provisions of the Lease. The second Extension Period shall commence on September 1, 2022 (“Second Extension Commencement Date”) and shall expire on August 30, 2024, unless sooner terminated in accordance with the terms and provisions of the Lease. (a) If Each of the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) Periods shall be an amount upon the same terms, covenants, and conditions as set forth in the Lease with respect to the current Term, except that Basic Annual Rent payable during each of the Extension Periods shall be equal to the Fair Market Rental Value Rate (as defined hereinafterbelow) for lease terms commencing on or about the Premises applicable Extension Commencement Date, as of the commencement of the Extension Option for such Extension Periodreasonably determined by Landlord. (b) If Tenant desires to exercise either option to extend, Tenant shall deliver a written notice (the “Extension Period Rental Rate Request”) to Landlord requesting that Landlord advise Tenant in writing of Landlord’s determination of the Fair Market Rental Rate for the applicable Extension Period. The Extension Option must Period Rental Rate Request shall be exercised delivered by Tenant no earlier than sixteen (16) months prior to the expiration of the current Term or the first Extension Period, as the case may be, and no later than fourteen (14) months prior to the end of the current Term or the first Extension Period, as the case may be, time being of the essence. Landlord shall, in response to such request by Tenant, if at allnotify Tenant in writing of the rental rate for the applicable Extension Period (the “Extension Period Rental Rate”), only at no later than thirteen (13) months prior to the time and in expiration of the manner provided in this Section 51.1(b)current Term on the First Extension Period, as the case may be. (ic) If Tenant wishes desires to exercise extend the Term for the applicable Extension OptionPeriod, at the applicable Extension Period Rental Rate, Tenant must, on or before the date occurring shall deliver written notice (“Extension Notice”) to Landlord to such effect no later than twelve (12) months before prior to the expiration of the initial Lease current Term (but not before or the date that is fifteen (15) months before first Extension Period, as the expiration case may be, time being of the initial Lease Term)essence. If not so exercised, exercise Tenant’s option to extend shall thereupon automatically expire. Once Tenant delivers the Extension Option by delivering written notice (Notice to the “Exercise Notice”) Landlord, as provided above, Tenant’s election to Landlord. If Tenant timely and properly exercises its Extension Option, extend the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of irrevocable by Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Unless Landlord, in its sole and absolute discretion, otherwise agrees in writing, Tenant may only exercise its option to extend and an exercise thereof shall only be effective, if at the time of Tenant’s exercise of the option and on the applicable Extension Option shallCommencement Date, if Landlord so elects the Lease is in its absolute discretionfull force and effect and no uncured default by Tenant under the Lease shall then exist, be ineffective and, inasmuch as the option is intended only for the original Tenant named in the event that Lease, Tenant has not assigned the Lease or sublet any portion of the Premises. (e) Upon the valid exercise by Tenant of an option to extend, Landlord and Tenant shall promptly enter into a written amendment to the Lease confirming the terms, conditions and provisions applicable to the applicable Extension Period, as determined in accordance with the provisions of this Section. (f) For purposes of the Lease, the term “Fair Market Rental Rate” shall mean a rate comprised of (i) an Event the prevailing base rental rate per square foot of Default rentable area available in the Pertinent Market (as defined below), and taking into account tenant improvement allowances, other tenant inducements, operating cost stops and tax cost stops, and brokerage commissions, as determined by Tenant remains uncured at the time of delivery of the Exercise NoticeLandlord in good faith, or and (ii) Tenant shall have reduced any escalation of any such base rental rate (based upon a fixed step and/or index) prevailing in the Pertinent Market, as determined by Landlord in good faith, taking into account (A) comparable leases (on the basis of factors such as, but not limited to, size and location of space and commencement date and term of lease), if any, recently executed for space in the Premises below one Building, and (1B) full floor leases for comparable (on the basis of factors such as, but not limited to, size and location of space and commencement date and term of lease) improved space in office buildings in the Longmont, Colorado area which are comparable to the Building by agreement in reputation, quality, age, size, location and level and quality of services provided and which have reached economic stabilization (the foregoing factors not being exclusive in identifying comparable buildings) (the Building, together with Landlord or pursuant such comparable buildings, if applicable, being herein referred to an express right in this Leaseas the “Pertinent Market”).

Appears in 1 contract

Sources: Lease (Digitalglobe, Inc.)

Extension Option. Tenant shall have the option to extend this Lease (the “Extension Option”) to extend the Term of this Lease for an additional period of one additional term (1) year, commencing on the day immediately following the originally scheduled Expiration Date and expiring on the first (1st) anniversary of five (5) years (the “Extension Period”)originally scheduled Expiration Date, upon the terms and conditions hereinafter set forth: (a) If the with such Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time Tenant delivering to Landlord written notice thereof not less than eight (8) months and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is more than fifteen (15) months before prior to the expiration originally scheduled Expiration Date. Tenant’s right to exercise its Extension Option is conditioned upon (a) no Default of Tenant shall exist as of the initial Lease Term), date of exercise or the date the Extension Term is to commence, (b) this Lease being in full force and effect, and (c) the originally named Tenant having continuously occupied the entire Premises from the Term Commencement Date through the date of its exercise of such Extension Option by delivering written notice (and through the “Exercise Notice”) date on which the Extension Term is to Landlordcommence. If Tenant timely and properly exercises its Extension Option, then the Lease portion of the Term including and preceding the originally scheduled Expiration Date shall be referred to as the “Initial Term,” and the portion of the Term after the originally scheduled Expiration Date shall be referred to as the “Extension Term.” The Extension Term shall be extended for the Extension Period upon all of the terms same terms, covenants and conditions as the Initial Term, except (i) as to Basic Rent, which shall be determined as set forth in the LeaseSection 1.1, as amended, except (ii) that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options extension rights unless otherwise expressly provided herein or hereafter agreed to extend the Lease Term. in writing by Landlord, (iiiii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered required to have elected maintain the security as described in ARTICLE 18, (iv) Tenant shall not be entitled to exercise any period of “free rent” for the Extension Option. Term, (cv) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee there shall be no landlord contribution for tenant improvements in connection with an assignment of such Extension Term, and (vi) Landlord shall be under no obligation to perform any improvements to the Premises, unless otherwise agreed to in writing between Landlord and Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 1 contract

Sources: Lease Agreement (Chiasma, Inc)

Extension Option. Upon the Effective Date, and provided Tenant is not then in default under the Lease beyond any applicable notice and grace periods, Tenant shall have the option to extend this the term of its tenancy under the Lease (the “Extension Option”) for one additional term (1) five (5) year period (the “Extension Term”) upon the following terms and conditions: (i) Tenant shall give Landlord written notice of its election to exercise each such option (an “Extension Notice”) not later than two hundred seventy (270) days prior to the Termination Date; and (ii) Tenant shall not be in material or monetary default under the Lease and the Lease shall be in full force and effect on the date Tenant delivers such Extension Notice. a. In the event that Tenant exercises its Extension Option and delivers an Extension Notice, Tenant shall pay Base Rent on the Premises during the Extension Term at a rate equal to the "Market Rate." For purposes hereof, the phrase "Market Rate" shall be defined as the rate of Base Rent for the Premises that a willing tenant would pay, and that a willing landlord would accept, in arms-length bona-fide negotiations if the same were being leased for the applicable Extension Term to a single tenant "as-is" and taking into consideration the following: all costs incurred by Landlord in the negotiation of such extension, including any brokerage fee payable by Landlord in connection therewith; the size of the space in question and its utility for leasing to other occupants conducting different uses; the quality, age and location of the building; and the financial resources of Tenant. Landlord shall, within ten (10) days of the date of the Extension Notice, assuming Tenant desires to lease the Premises, provide Landlord's determination of the applicable Market Rate (“Landlord’s Market Rate Notice”). If Tenant disagrees with Landlord's determination of the Market Rate, Tenant shall give Landlord written notice of that disagreement ("Tenant's Dispute Notice") within ten (10) days of receipt of Landlord’s Market Rate Notice, stating the amount which Tenant believes the Market Rate should be and the basis for such belief, and Landlord and Tenant shall endeavor in good faith to agree on the Market Rate. If Tenant does not deliver Tenant's Dispute Notice to Landlord within ten (10) days of receipt of Landlord’s Market Rate Notice, Tenant shall be deemed to agree with Landlord's determination of the Market Rate. In the event of the timely delivery of Tenant's Dispute Notice and if Landlord and Tenant have not agreed as to the Market Rate within forty-five (45) days after Tenant's receipt of Landlord's Market Rate Notice, each party shall, within ten (10) business days thereafter, each at its own cost and by giving notice to the other party, appoint an M.A.I. appraiser with at least five (5) years full time industrial/warehouse appraisal experience in the area in which the Premises are located to appraise and set the Market Rate. If a party does not appoint an appraiser within said ten (10) business day period, the “Extension Period”)single appraiser appointment by the other party shall be the sole appraiser and shall set the Market Rate. If an appraiser is appointed by each party, the two (2) appraisers shall meet promptly and attempt to mutually determine the Market Rate. If the two (2) appraisers are unable to agree upon the terms and conditions hereinafter set forth: Market Rate within twenty (a20) If the Extension Option is exerciseddays, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). then: (i) If Tenant wishes if the difference between the two (2) appraisals is greater than or equal to exercise the Extension Option, Tenant must, on or before the date occurring twelve five percent (12) months before the expiration 5%)(determined as a ratio of the initial Lease Term larger appraiser), the appraisers shall select a third appraiser meeting the qualifications stated above within five (but not before 5) business days after the date that is fifteen (15) months before last day the expiration two appraisers are given to set the Market Rate. If the two appraisers are unable to agree on the third appraiser, either party may petition the applicable local court for the selection of a third appraiser who meets the qualifications stated in this section. Each of the initial Lease Term), exercise parties shall bear one-half (1/2) of the Extension Option by delivering written notice third appraiser’s fees and charges. Within twenty (20) days after the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Optionselection of the third appraiser, the Lease Term three (3) appraisers shall independently determine the Market Rate. The average of the two (2) appraisals nearest in value to each other shall conclusively be deemed to be the Market Rate. The Market Rate of the Premises shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all determined by taking into account use of the Premises for a period ending in the last one hundred eighty (180) days purposes permitted under this Lease. b. Except as otherwise stated, all terms and conditions of the Term thereof (other than to a Permitted Transferee)Lease, the Extension Option shall automatically terminate and shall thereafter be null and void. (d) including Tenant’s exercise obligation to pay its Proportionate Share of Operating Costs and all other items of additional rent, shall remain in full force and effect during each year of the Extension Option shallTerm, if any; provided, Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Noticeshall have no obligation to construct, or (ii) Tenant shall have reduced contribute to the size costs of constructing leasehold improvements during the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this LeaseExtension Term.

Appears in 1 contract

Sources: Lease Agreement (Antares Pharma, Inc.)

Extension Option. Tenant So long as no default of this Lease on the part of Landlord has occurred and is continuing on the date of the delivery of the Extension Notice or the Base Term Expiration Date, Landlord shall have the one-time right and option to extend this Lease (the “Extension Option”), exercisable upon (a) for one additional term of five (5) years written notice (the “Extension Period”), upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option RentNotice”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring not later than twelve (12) months before prior to the scheduled expiration of the initial Lease Base Term, to extend the Base Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice a period (the “Exercise NoticeExtension Term”) of not less than one (1) month, and not more than twelve (12) months, as such Extension Term is specified by Landlord in such Extension Notice (the date on which the Extension Term is scheduled to Landlordend is the “Extension Term Expiration Date”), and (b) payment to Tenant of an amount (the “Extension Fee”) equal to the number of months in the Extension Term (as specified by Landlord in its Extension Notice) multiplied by $583,333.33, which Extension Fee shall be prorated for any partial months and shall be paid as follows: (i) one-half of the Extension Fee shall be paid to Tenant concurrently with delivery of the Extension Notice and (ii) one-half of the Extension Fee shall be paid to Tenant in equal monthly installments, commencing on the first day of the calendar month after the Extension Notice is delivered and on the first day of each calendar month thereafter until the Base Term Expiration Date. In the event that Landlord fails to timely pay Tenant any monthly portion of the Extension Fee, Tenant may offset the amount of such fee from its next payment of monthly Rent. If Tenant timely and properly exercises its Extension Optionso extended, the Lease Base Term shall be extended for to the end of the Extension Period upon all of Term and Tenant shall continue to lease the Premises pursuant to the terms of this Lease including the provisions of Article 2 and conditions set forth in the LeaseSection 5.10; provided, as amendedhowever, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant Landlord shall have no further options option or right to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 1 contract

Sources: Lease Agreement (CAESARS ENTERTAINMENT Corp)

Extension Option. (a) The Landlord hereby grants to the Tenant shall have the an option to extend the Term of this Lease (the “"Extension Option") for one additional term (1) consecutive period of five (5) years (commencing immediately after the “Extension Period”)expiration of the Term on the same terms, upon the terms covenants and conditions hereinafter set forth:contained in this Lease, except as provided herein. Tenant shall exercise the Extension Option on or before January 1, 2004, time being of the essence. (ab) Tenant may only exercise its Extension Option, and an exercise thereof shall only be effective, if at the time of Tenant's exercise and on the commencement date of the extension period: (i) the Lease is in full force and effect; (ii) there is no Default by Tenant under any terms, covenants or conditions of the Lease and no event has occurred which, with the passage of time or the giving of notice or both would constitute a Default; and (iii) Tenant has not assigned the Lease or subleased the Premises. If the Extension Option is exercisednot exercised by January 1, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of 2004, the Extension Option for such Extension Periodshall thereupon expire and be of no further force or effect. (bc) The Such Extension Option must can only be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration respect of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) entire Premises and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not right to exercise the Extension Option. (c) It is understood and agreed that Option as to less than the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and voidPremises. (d) Tenant’s exercise The Annual Base Rent payable during the extension option period with respect to the Premises shall be equal to the then "current market rental rate" (hereinafter defined) for Base Rent per square foot of rentable area, for lease terms of five (5) year duration commencing on or about the commencement date of the Extension Option shallextension option period, if Landlord so elects multiplied by the rentable area of the Premises. For purposes of this Paragraph R-4, the "current market rental rate" shall be the then prevailing rental rate as determined in its absolute discretiongood faith by Landlord, be ineffective for improved space in the event Building or the Development comparable to the Premises in area, location and degree of improvements (to the extent that quoted rental rates in the Building or the Development vary with regard to area, location and degree of improvements). In addition to the Annual Base Rent, additional rent at the "current market rental rate" shall be payable during the extension option period, which prevailing rental rate shall include (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant prevailing provisions for periodic escalation adjustments to an express right in this Lease.Annual Base Rent; and

Appears in 1 contract

Sources: Office Lease (Tek Digitel Corp)

Extension Option. (a) Tenant shall have the right and option to extend this the Lease for one (1) additional and consecutive period of three (3) years under the same terms and conditions as stated in the Lease (the “Extension Option”) for one additional term of five (5) years (the “Extension Period”), upon with the terms and conditions hereinafter set forth: exceptions that (a) If no further extension options shall exist and (b) monthly rental for such extension term shall be based on the then prevailing market rental rate as determined by Landlord in good faith based on then recent lease extensions within the Building and surrounding buildings and taking into consideration Tenant’s use and financial strength and other relevant factors, but in no event shall be less than the monthly rental in effect for the last month of the Term immediately prior to the extension (“Market Rental Rate”). Following Tenant’s exercise of the Extension Option, Tenant may reject the Extension Option is exercised, then granted herein within ten (10) business days following delivery to Tenant of Landlord’s determination of the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value Rate (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) “Rate Notice”). The Extension Option must shall be exercised exercisable by Tenant, if at all, only by timely delivery to Landlord of written notice of election at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring least twelve (12) months before the expiration prior to Expiration Date of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to LandlordLease. If Tenant timely and properly exercises its Extension Option, the Lease Term The option herein granted shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall deemed to be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant, and if Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of subleases any assignment of this Lease or subletting of all portion of the Premises for a period ending in the last one hundred eighty (180) days of the Term or otherwise assigns or transfers any interest thereof to another party (other than to a Permitted Transferee), the Extension Option such option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in lapse. In the event that (i) an Event Tenant is in default of Default by Tenant remains uncured any term or condition at the time of its exercise notice beyond any applicable notice and grace period, then there shall be no extension of the Lease as provided herein. (b) If Tenant desires to continue with the extension, but objects to the Market Rental Rate determined by Landlord, then Tenant must object to the same within said ten (10) business day period. No later than five (5) business days thereafter, Landlord and Tenant shall meet in an effort to negotiate, in good faith, the Market Rental Rate applicable to the Premises. If Landlord and Tenant have not agreed upon the Market Rental Rate applicable to the Premises within five (5) business days after meeting, then Landlord and Tenant shall each appoint a broker not later than forty-five (45) days following Landlord’s delivery of the Exercise Rate Notice. If Landlord’s broker and Tenant’s broker have failed to agree upon the Market Rental Rate within sixty (60) days following delivery of the Rate Notice, the two (2) appointed brokers shall appoint a third broker (within five (5) business days following the expiration of said sixty (60) day period), and the Market Rental Rate shall be the arithmetic average of two (2) of the three (3) determinations which are the closest in amount, and the third determination shall be disregarded. If either Landlord or Tenant fails to appoint a broker within the prescribed time period, the failing party shall pay to the other party as liquidated damages One Hundred Dollars (ii$100.00) Tenant per day for each day following the deadline that such party fails to appoint a broker, not to exceed Five Hundred Dollars ($500.00). If the two (2) appointed brokers fail to agree upon a third broker, then the parties shall have reduced the size local office of the Premises below one (1) full floor American Arbitration Association appoint the third broker and the parties shall share equally in the cost of such arbitration. Each party shall bear the costs of its own broker, and the parties shall share equally the cost of the third broker, if applicable. Each broker shall have at least ten (10) years’ experience in the leasing of similar commercial buildings in the submarket in which the Building by agreement with Landlord or pursuant to an express right in this Leaseis located and shall be a licensed real estate broker.

Appears in 1 contract

Sources: Sublease (Catabasis Pharmaceuticals Inc)

Extension Option. Tenant acknowledges and agrees that the Extension Option as set forth in Section 8 of the Addendum, as amended by Section 10 of the First Amendment, is hereby deleted in its entirety and is of no further force or effect and the following is substituted in lieu thereof: (a) Provided that an Event of Default has not occurred and is continuing, Tenant shall have the option right, at Tenant's option, to further extend this the Lease (the “Extension Option”) Term for one (1) additional term period of five (5) years (such additional period being herein referred to as the "Optional Extension Period”Term"), upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period . Such option to extend (the "Option Rent”to Extend") shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as exercised by Tenant giving written notice of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes exercise thereof to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but Landlord not before the date that is less than fifteen (15) months before the expiration New Expiration Date of the initial Lease Term), exercise the . The Optional Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for upon the Extension Period upon all of the terms same terms, covenants, and conditions as set forth in the Lease, as amendedLease with respect to the Lease Term, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a(a) and Tenant Landlord shall have no further options obligation whatsoever to extend alter, improve or remodel the Premises; (b) the Base Rental and Tenant's Building Proportionate Share and Tenant's Site Proportionate Share of Operating Expenses, payable during the Optional Extension Term, if exercised, shall equal then-prevailing Fair Market Rental Rate for the Premises, as defined below, and (c) Tenant’s Base Year shall be changed to the then current calendar year. At any time within the period of fifteen (15) months to seventeen (17) months prior to the New Expiration Date of the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant may request in writing that Landlord provide Tenant with its determination of the Fair Market Rental Rate for the Premises which shall be considered apply during the Optional Extension Term and Landlord shall furnish same in writing to have elected not Tenant within twenty (20) days after such request. (b) For purposes of this Section, the term "Fair Market Rental Rate" shall mean the fair rental (including concessions), as of the date for which such Fair Market Rental Rate is being calculated, per annum per rentable square foot for comparable space for a comparable term, by reference to exercise comparable space with a comparable use in the Extension Option. Building, and in other buildings comparable to the Building in quality and location (c) It is understood and agreed that but excluding those leases where the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with tenant has an assignment of Tenant’s entire equity interest in this Lease. In the event of any assignment of this Lease or subletting of all property), where the landlord has had a reasonable time to locate a tenant who rents with the knowledge of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than uses to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of which the Premises below one (1) full floor can be adapted, and neither landlord nor the prospective tenant is under any compulsion to rent. The Fair Market Rental Rate shall take into account and reflect the rental rates for new tenancies of the Building by agreement with Landlord or pursuant to an express right in this Leasesimilar quality properties and size.

Appears in 1 contract

Sources: Lease Agreement

Extension Option. Provided that (i) there exists no default under this Lease, and (ii) this Lease is still in full force and effect, Tenant shall have the option to extend the Term of this Lease for one (1) extended term (the “Extension Option”) for one additional term of five (5) years (the “Extension PeriodExtended Term”), upon the terms and conditions hereinafter set forth: having a length of three (a3) If the Extension Option is exercisedyears. Tenant shall exercise such option by giving Landlord written notice, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring not sooner than twelve (12) months before and not later than nine (9) months prior to the expiration of the initial Lease Term (but not before the date Term, it being agreed that is fifteen (15) months before the expiration time shall be of the initial essence with respect to the giving of such notice. The rent for the first Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Year of Extended Term shall be extended equal to the Prevailing Market Rate (as hereinafter defined); provided however in no event shall the Base Rent (on a per square rentable square foot basis) for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that Extended Term be less than the Base Rent for the Extension Period final Lease Year of the Term. "Prevailing Market Rate" for the Suite 103A Premises shall mean the rental that Landlord would be able to obtain from a third party desiring to lease the Suite 103A Premises for the Extended Term taking into account the age of the Building, the size, location and floor levels of the Suite 103A Premises, the quality of construction of the Building and the Suite 103A Premises, the services provided under the terms of this Lease, the rental then being obtained for new leases of space comparable to the Suite 103A Premises in the locality of the Building, and all other factors that would be relevant to a third party desiring to lease the Suite 103A Premises for the Extended Term in determining the rental such party would be willing to pay therefor, including free rent, tenant improvement allowances, leasing commissions and signing bonuses. Prevailing Market Rate shall be as provided in Section 51.1(adetermined based on new rentals for similar space with standard tenant improvement allowances and standard leasing commissions. No later than one hundred twenty (120) and days prior to commencement of the Extended Term, Landlord shall notify Tenant shall have no further options of Landlord's determination of the Prevailing Market Rate to extend be used to calculate the Lease annual rent for the Extended Term. (ii) . If Tenant fails ▇▇▇▇▇▇ wishes to deliver a timely Exercise Noticedispute ▇▇▇▇▇▇▇▇'s determination, Tenant shall give notice to Landlord of Tenant's intent to submit the matter to the appraisal process described below within twenty (20) days after receipt of notice of ▇▇▇▇▇▇▇▇'s determination. If Tenant so elects, then within fifteen (15) days after the date of Tenant's notice of its election to submit the matter to the appraisal process, each party, at its cost, shall engage a real estate appraiser or commercial real estate broker (together “appraisers”) to act on its behalf in determining the Prevailing Market Rate for the Suite 103A Premises for the Extended Term. The appraisers shall have at least five (5) years’ commercial experience in the metropolitan area in which the Buildings are located. If a party does not appoint an appraiser within fifteen (15) days after the other party has given notice of the name of its appraiser, the single appraiser appointed shall be considered the sole appraiser and shall set the Prevailing Market Rate for the Suite 103A Premises for the Extended Term. If the two appraisers are appointed by the parties as stated in this Section 2.6, such appraisers shall meet promptly and attempt to have elected not set the Prevailing Market Rate for the Suite 103A Premises for the Extended Term. If such appraisers are unable to exercise agree within thirty (30) days after appointment of the Extension Option. second appraiser, if the lower appraisal is ninety percent (c90%) It or more of the higher appraisal, then fifty percent (50%) of the difference shall be added to the lower appraisal and that total shall be the Prevailing Market Rate. If the lower appraisal is understood less than ninety percent (90%) of the higher appraisal, the appraisers shall elect a third appraiser meeting the qualifications stated in this paragraph within ten (10) days after the last date the two appraisers are given to set the Prevailing Market Rate for the Suite 103A Premises. The cost of the third appraiser shall be apportioned equally between Landlord and agreed Tenant. Within thirty (30) days after the selection of the third appraiser, the third appraiser shall render a separate appraisal. The rental values and terms arrived at by the three appraisers shall be averaged, and the resulting average shall be deemed the Prevailing Market Rate for the Suite 103A Premises for the Extended Term. However, in the event that the Extension Option hereby granted Prevailing Market Rate arrived at in any of the appraisals is personal to Original Tenant more than ten percent (10%) higher or lower than the middle appraised Prevailing Market Rate, such high or low appraisal or appraisals shall be discarded and the remaining two appraised values shall be averaged, if there are two, or the remaining one appraised value shall be used, if there is one. If either by agreement of the parties or by appraisal the Prevailing Market Rate is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In finally determined by the event of any assignment of this Lease or subletting of all commencement of the Premises Extended Term, then Tenant shall make monthly payments of Base Rent at the rate equal to the mathematical average of the rate designated by Landlord and the rate proposed by ▇▇▇▇▇▇’s appraiser, until such time as the Prevailing Market Rate is finally determined by agreement of the parties or by an appraiser. If the monthly Prevailing Market Rate as finally determined for a period ending in the last one hundred eighty Extended Term exceeds the monthly amount previously paid by Tenant for the Extended Term, Tenant shall forthwith pay the difference to Landlord for each of the months Tenant paid the lesser amount within thirty (18030) days of the determination of the Prevailing Market Rate. If the monthly Prevailing Market Rate as finally determined for the Extended Term thereof is less than the monthly amount previously paid by Tenant for the Extended Term, Landlord shall forthwith pay the difference to Tenant for each of the months Tenant paid the greater amount within thirty (other than to a Permitted Transferee), 30) days of the Extension Option shall automatically terminate and shall thereafter be null and voiddetermination of the Prevailing Market Rate. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, 8. The following shall be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.added as new Section 2.7:

Appears in 1 contract

Sources: Lease (Viridian Therapeutics, Inc.\DE)

Extension Option. Tenant shall have Notwithstanding any terms of this Sublease to the contrary, provided Sublandlord does not by written notice to Subtenant on or before May 31, 2003 exercise its right to occupy the Subleased Premises for the operation of its own business, Sublandlord hereby grants Subtenant an option to extend the term of this Lease (the “Extension Option”) Sublease for one additional term of five (5) years (the “Extension Period”)period ending July 15, 2010, upon the same terms and conditions hereinafter contained herein, except that (A) the Base Rent for the Subleased Premises shall be equal to the fair market base rent for the Premises determined in the manner set forth:forth in Section 2.3(a), (B) Subtenant shall accept the Subleased Premises in an "as is" condition without any obligation of Sublandlord to repaint, remodel, repair, improve or alter the Subleased Premises, and (C) there shall be no further options to extend the term of this Sublease. Subtenant must exercise the option granted herein by written notice to Sublandlord no earlier than May 31, 2003 and no later than June 30, 2003. In the event Subtenant fails to timely exercise the option granted herein, Subtenant shall have no right to extend the term of this Sublease. If Subtenant properly exercises the option granted herein, references in this Sublease to the "term" shall be deemed to include the option term unless the context clearly provides otherwise. Notwithstanding anything to the contrary contained herein, all option rights of Subtenant pursuant to this Section shall automatically terminate without notice and shall be of no further force and effect, whether or not Subtenant has timely exercised the option granted herein, if a default (after notice and the passage of any applicable cure period) exists at the time of exercise of the option or at the time of commencement of the option term. (a) If Subtenant properly exercises its option to extend the Extension Option is exercisedterm of this Sublease, then the Base Rent per annum during the option term shall be equal to the fair market base rent for the Subleased Premises as of the date Subtenant exercised the option for a term equal to the option term, as specified by Sublandlord by notice to Subtenant not greater than ninety (90) days following Subtenant's exercise of such Extension Period option, subject to Subtenant's right of arbitration as set forth below. If Subtenant believes that the fair market base rent specified by Sublandlord exceeds the actual fair market base rent for the Subleased Premises, Subtenant shall notify Sublandlord. If Subtenant fails to so notify Sublandlord within ten (10) business days following receipt of Sublandlord's notice, Sublandlord's determination of the “Option Rent”fair market base rent for the Subleased Premises shall be final and binding upon the parties. If the parties are unable to agree upon the fair market base rent for the Subleased Premises within ten (10) business days after Sublandlord's receipt of notice of Subtenant's objection, the amount of base rent for the option term shall be determined as follows: (i) Within twenty (20) business days after the expiration of the above-mentioned ninety (90) day period, Subtenant, at its sole expense, shall obtain and deliver in writing to Sublandlord a determination of the fair market base rent for the Subleased Premises for a term equal to the option term (taking into account the considerations set forth in the definition of Fair Market Rent in Section 3 of the Master Lease) from a broker ("Subtenant's Broker") licensed in the State of Washington and engaged in the office brokerage business in the City of Seattle for at least the immediately preceding five (5) years. If Sublandlord accepts such determination within fifteen (15) days after receipt thereof, the Base Rent for the option term shall be the amount equal to the amount determined by Subtenant's Broker. Sublandlord's failure to respond to Subtenant's Broker's determination within such fifteen (15) day period shall be deemed to constitute Sublandlord's acceptance of such determination. (ii) If Sublandlord does not accept such determination, within fifteen (15) days after receipt of the determination of Subtenant's Broker, Sublandlord shall designate a broker ("Sublandlord's Broker") licensed in the State of Washington and engaged in the office brokerage business in the City of Seattle for at least the immediately preceding five (5) years. Sublandlord's Broker and Subtenant's Broker shall name a third broker, similarly qualified, within five (5) business days after the appointment of Sublandlord's Broker. Each of said three brokers shall determine the current fair market base rent for the Subleased Premises for a term equal to the option term of the Lease (taking into account the considerations set forth in the definition of Fair Market Rent in Section 3 of the Master Lease) within fifteen (15) days after the appointment of the third broker. The Base Rent payable by Subtenant effective as of the commencement of the option term shall be the amount equal to the arithmetic average of such three determinations; provided, however, that if any such broker's determination deviates more than ten percent (10%) from the median of such determinations, the Base Rent payable shall be an amount equal to the Fair Market Rental Value average of the two closest determinations. (as defined hereinafterb) for Sublandlord shall pay the Premises costs and fees of Sublandlord's Broker in connection with any determination hereunder, and Subtenant shall pay the costs and fees of Subtenant's Broker in connection with such determination. The costs and fees of any third broker shall be paid one-half by Sublandlord and one-half by Subtenant. (c) If the amount of the fair market base rent is not known as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenantoption term, if then Subtenant shall continue to pay the Base Rent in effect at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before term until the date that is fifteen (15) months before the expiration amount of the initial Lease Term)fair market base rent is determined. When such determination is made, exercise the Extension Option by delivering written notice (the “Exercise Notice”) Subtenant shall pay to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period Sublandlord any deficiency upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Termdemand. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 1 contract

Sources: Sublease Agreement (Getty Images Inc)

Extension Option. Subject to Subsections B and C below, Tenant shall have may at its option extend the option to extend Term of this Lease (for the “Extension Option”) entire Premises for one additional term period of five (5) years (the “Extension Period”), "Renewal Term") upon the same terms contained in this Lease, excluding the provisions of Appendix C of the Lease and conditions hereinafter set forth:except for the amount of Base Rent payable during the Renewal Term; and any reference to the "Term" of the Lease shall be deemed to include the Renewal Term and apply thereto, unless it is expressly provided otherwise. Tenant shall have no additional extension option. A. The Base Rent during the Renewal Term shall be the greater of (ai) If the Extension Option is exercised, then the Base Rent per annum applicable to the last day of the final Lease Year prior to the applicable Renewal Term, or (ii) the then prevailing market rate for such Extension Period a comparable term commencing on the first day of the Renewal Term for tenants of comparable size and creditworthiness for comparable built-out space in the Building and other first class office buildings in the vicinity of the Building as reasonably determined by Landlord. B. To exercise any option, Tenant must deliver a binding notice to Landlord not less than ten (10) months prior to the “Option Rent”) expiration of the initial Term of this Lease. Thereafter, the Market Rate for the Renewal Term shall be an amount equal calculated pursuant to the Fair Market Rental Value (as defined hereinafter) for the Premises as Subsection C below and Landlord shall inform Tenant of the Market Rate. Such calculations shall be final and shall not be recalculated at the actual commencement of the Extension Option for such Extension PeriodRenewal Term. If Tenant fails to timely give its notice of exercise, Tenant will be deemed to have waived its option to extend. (b) The Extension Option must C. Market Rate shall be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b).determined as follows: (i) If Tenant wishes provides Landlord with its binding notice of exercise pursuant to exercise the Extension OptionSubsection B above, Tenant must, on or before the date occurring twelve then at some point between eleven (1211) and nine (9) months before prior to the expiration commencement of the initial Lease Renewal Term (but not before the date that is fifteen (15) months before the expiration or, at Landlord's election, at an earlier point), Landlord shall calculate and inform Tenant of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to LandlordMarket Rate. If Tenant timely rejects the Market Rate as calculated by Landlord, Tenant shall inform Landlord of its rejection within ten (10) days after Tenant's receipt of Landlord's calculation, and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) Landlord and Tenant shall commence negotiations to agree upon the Market Rate. If Tenant fails to timely reject Landlord's calculation of the Market Rate it will be deemed to have no further options accepted such calculation. If Landlord and Tenant are unable to extend reach agreement within twenty-one (21) days after Landlord's receipt of Tenant's notice of rejection, then the Lease TermMarket Rate shall be determined in accordance with (ii) below. (ii) If Landlord and Tenant fails are unable to deliver a timely Exercise Noticereach agreement on the Market Rate within said twenty-one (21) day period, then within seven (7) days, Landlord and Tenant shall be considered each simultaneously submit to have elected not to exercise the Extension Option. (c) It is understood and agreed that other in a sealed envelope its good faith estimate of the Extension Option hereby granted is personal to Original Tenant and Market Rate. If the higher of such estimates is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all more than one hundred five percent (105%) of the Premises for a period ending in lower, then the last one hundred eighty (180) days Market Rate shall be the average of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and voidtwo. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 1 contract

Sources: Lease Agreement (Integrated Communication Networks Inc)

Extension Option. Tenant shall have (1) The Borrower may by notice given to the option Senior Agent, not less than 30 days prior to extend this Lease the Initial Availability Period End Date, irrevocably request an extension of the Availability Period End Date to 15 September 2021 (the "Availability Period Extension Option”Request"). (2) for one additional term The Senior Agent shall notify the Senior Lenders promptly on receipt of five the Availability Period Extension Request. (53) years If the Senior Agent has received an Availability Period Extension Request from the Borrower in accordance with subparagraph (1) above, the Borrower shall, on the Initial Availability Period End Date, pay an irrevocable and non-refundable extension fee in the amount and in the manner set out in the Extension Period”), upon the terms and conditions hereinafter set forthFee Letter. (4) If: (a) If the Senior Agent has received an Availability Period Extension Option is exercised, then Request from the Base Rent per annum for such Extension Period Borrower in accordance with sub-paragraph (the “Option Rent”1) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period.above; and (b) The Extension Option must be exercised by Tenant, if at all, only at on the time Initial Availability Period End Date: (i) the Borrower pays the extension fee in the amount and in the manner provided set out in this Section 51.1(bthe Extension Fee Letter; (ii) no Default is continuing; and (iii) no Trigger Event has occurred and is continuing, the Availability Period End Date shall be extended to 15 September 2021 (or, if not a Business Day, the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not)) (the "Extended Availability Period End Date"). (5) The Senior Agent shall promptly notify the Borrower and the Senior Lenders upon the Availability Period End Date being extended to the Extended Availability Period End Date. (1) The Borrower may by notice given to the Senior Agent, not less than 30 days prior to each anniversary of the Closing Date which is prior to the Initial Repayment Date, irrevocably request an extension of the Repayment Date to 15 September 2023 (the "Repayment Date Extension Request"). (2) The Senior Agent shall notify the Senior Lenders promptly on receipt of the Repayment Date Extension Request. (3) If the Senior Agent has received a Repayment Date Extension Request from the Borrower in accordance with subparagraph (1) above, the Borrower shall, on the Initial Repayment Date, pay an irrevocable and non-refundable extension fee in the amount and in the manner set out in the Extension Fee Letter. (4) If: (a) the Senior Agent has received a Repayment Date Extension Request from the Borrower in accordance with sub-paragraph (1) above; and (b) on the Initial Repayment Date: (i) If Tenant wishes to exercise the Borrower pays the extension fee in the amount and in the manner set out in the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term.Fee Letter; (ii) If Tenant fails to deliver a timely Exercise Noticeno Default is continuing; and (iii) no Trigger Event has occurred and is continuing, Tenant the Repayment Date shall be considered extended to have elected 15 September 2023 (or, if not to exercise a Business Day, the Extension Optionnext Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not)) (the "Extended Repayment Date"). (c5) It is understood The Senior Agent shall promptly notify the Borrower and agreed that the Extension Option hereby granted is personal Senior Lenders upon the Repayment Date being extended to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and voidExtended Repayment Date. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 1 contract

Sources: Securitization Agreement (Encore Capital Group Inc)

Extension Option. (a) Landlord hereby grants Tenant shall have the an option to extend this Lease the Term (the “Extension Option”) for one (1) additional term period of five (5) years (the Extension PeriodOption Term”), commencing immediately after the expiration of the Term. The Extension Option shall be upon the terms and conditions hereinafter contained in this Lease, except that the initial Monthly Base Rent for the Premises during the Option Term shall be equal to 95% of the “fair market rent” for the Premises as of the commencement of the Option Term (i.e., the rate that a willing, comparable, new (i.e., non-renewal), non-equity tenant would pay, and that a willing landlord of comparable office space in Point Richmond, California would accept at arms’ length), determined in the manner set forth: forth in subparagraph 2.5(b) below. Notwithstanding anything to the contrary contained herein, in no event shall the Monthly Base Rent payable (aon a per square foot basis) If by Tenant during the Option Term be less than the Monthly Base Rent payable (on a per square foot basis) by Tenant as of the last month of the initial Term. The fair market rent shall not take into account any Tenant Additions paid for by Tenant without reimbursement from Landlord. Tenant’s election to exercise the Extension Option (“Tenant’s Extension Notice”) must be given to Landlord in writing not less than nine (9) months prior to the scheduled Expiration Date. Notwithstanding anything to the contrary contained herein, the Extension Option exercised by Tenant shall, at Landlord’s option, be null and void and of no further force or effect if Tenant is exercisedin Default under this Lease as of the date of Tenant’s Extension Notice. (b) If Tenant properly exercises the Extension Option, then the initial Monthly Base Rent per annum for such Extension Period (during the Option Rent”) Term shall be an amount equal to determined in the Fair Market Rental Value following manner. Landlord shall advise Tenant in writing of Landlord’s good faith, reasonable determination of the fair market rent (as defined hereinafterbased on the definition of fair market rental set forth above) for the Premises as of the commencement of the Extension Option for Term (“Landlord’s Fair Market Proposal”) no less than ninety (90) days prior to the commencement of the Option Term, provided Landlord’s notification to Tenant of Landlord’s Fair Market Proposal shall specifically state that Tenant shall have fifteen (15) days after receipt of Landlord’s Fair Market Proposal within which to approve or disapprove Landlord’s Fair Market Proposal. If Tenant does not disapprove in writing Landlord’s Fair Market Proposal within fifteen (15) days after receipt of Landlord’s Fair Market Proposal, Landlord’s Fair Market Proposal shall be deemed disapproved. In the event Tenant disapproves in writing (or is deemed to have disapproved) Landlord’s Fair Market Proposal, Landlord and Tenant shall attempt in good faith to agree upon the fair market rent within twenty (20) days of Tenant’s notice of or deemed disapproval. If after such Extension Period. twenty (b20) The Extension Option must be exercised by Tenantday period, if at allLandlord and Tenant have not agreed in writing as to the fair market rent, only at the time and parties shall determine the fair market rent in accordance with the manner provided in this Section 51.1(b)procedure set forth below. (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve Within five (125) months before days after the expiration of such twenty (20) day period, Tenant shall notify Landlord of the initial Lease name and address of the broker appointed to represent Tenant (“Tenant’s Broker”). Tenant’s Broker shall be licensed in the State of California, engaged in the brokerage business in the San Francisco-East Bay commercial real estate market for at least the immediately preceding five (5) years, and familiar with the office market in the cities of Richmond, Berkeley and Emeryville, California. Within ten (10) days of the appointment of Tenant’s Broker’s, Tenant shall advise Landlord in writing of Tenant’s Broker’s good faith, reasonable determination of the fair market rent for the Premises as of the commencement of the Option Term (but not before “Tenant’s Broker’s Fair Market Proposal”). Landlord shall have ten (10) days after receipt of Tenant’s Broker’s Fair Market Proposal within which to approve or disapprove Tenant’s Broker’s Fair Market Proposal. In the date that is fifteen (15) months before the expiration of the initial Lease Term)event Landlord disapproves in writing Tenant’s Broker’s Fair Market Proposal, exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) Landlord and Tenant shall attempt in good faith to agree upon the fair market rent within ten (10) days of Landlord’s notice of disapproval. If after such ten (10) day period, Landlord and Tenant have no further options not agreed in writing as to extend the Lease Termfair market rent, the parties shall determine the fair market rent in accordance with the procedure set forth below. (ii) If Landlord and Tenant fails are unable to agree upon the fair market rent within such ten (10) day period, Landlord and Tenant shall, within five (5) days thereafter, appoint a second broker meeting the qualifications set forth above with the added qualification that such second broker shall not have previously acted for either Landlord or Tenant. Within five (5) days following the appointment of the second broker, the second broker shall deliver a timely Exercise Noticehis or her written determination of the fair market rent to Landlord and Tenant. If the second broker’s determination of fair market rent falls between Landlord’s Fair Market Proposal and Tenant’s Broker’s Fair Market Proposal, the second broker’s determination shall be deemed to be the fair market rent for purposes of determining the initial Monthly Base Rent for the Premises for the Option Term. If the second broker’s determination falls outside of Landlord’s Fair Market Proposal and Tenant’s Broker’s Fair Market Proposal, whichever of Landlord’s Fair Market Proposal and Tenant’s Broker’s Fair Market Proposal most closely reflects the fair market rent as determined by the second broker shall be deemed to be the fair market rent for purposes of determining the initial Monthly Base Rent for the Premises for the Option Term, and such determination shall be binding on both Landlord and Tenant. Tenant shall pay all costs, commissions and fees of Tenant’s Broker in connection with such determination of the fair market rent. The costs and fees of the second broker shall be considered to have elected not to exercise the Extension Optionpaid one-half by Landlord and one-half by Tenant. (c) It is understood and agreed that If the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all amount of the Premises for a period ending fair market rent has not been determined in accordance with this Section 2.5 as of the commencement of the Option Term, then Tenant shall continue to pay the Monthly Base Rent in effect during the last one hundred eighty month of the initial Term, until the amount of the fair market rent is determined. When such determination is made, Tenant shall pay any deficiency to Landlord within twenty (18020) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and voidafter such determination. (d) Tenant’s exercise The Monthly Base Rent payable hereunder during the Option Term shall be increased by three percent (3%) on each anniversary of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery commencement date of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this LeaseOption Term.

Appears in 1 contract

Sources: Lease Agreement (Transcept Pharmaceuticals Inc)

Extension Option. (a) Provided: (i) no Event of Default exists at the time of exercise of the renewal option or at the time of commencement of the Extension Term (as defined below); (ii) WhiteGlove Health, Inc. or an Affiliate is occupying the entire Premises; and (iii) this Lease is in full force and effect, Tenant shall have the option right to extend this Lease the Term (the “Extension Option”) for one additional (1) term of five sixty (560) years months beyond the end of the initial Term (the “Extension PeriodTerm”). Tenant shall furnish written notice of intent to renew no later than six (6) months prior to the expiration of the initial Term, upon the terms and conditions hereinafter set forth: (a) If failing which the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as deemed waived, time being of the commencement of the Extension Option for such Extension Periodessence. (b) The terms and conditions of this Lease during the Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). Term shall remain unchanged except that: (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base annual Fixed Rent for the Extension Period Term shall be ninety-five percent (95%) of the Fair Market Rent (as provided defined below) multiplied by the number of square feet of rentable area of the Premises; and (ii) Exhibit D shall be deleted in Section 51.1(a) its entirety and Tenant Landlord shall have no further options obligation to extend perform any tenant improvements to the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension OptionPremises or provide any tenant improvement allowance. (c) It is understood and agreed that Notwithstanding anything to the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest contrary in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of , Tenant shall have no right to extend the Term thereof (other than to a Permitted Transferee), or beyond the Extension Option shall automatically terminate and shall thereafter be null and voidTerm. (d) For purposes of this Lease, “Fair Market Rent” means the fair market rental rate per square foot of rentable area of the Premises (taking into account the “as is” condition of the Premises, all rent concessions and inducements, the location, quality and age of the Building, floor level, extent of leasehold improvements, extent of service to be provided, distinction between “gross” and “net” lease, or any other relevant term or condition) for a comparable lease term to comparable tenants for space of comparable size in comparable buildings with comparable quality of finish out in the area immediately surrounding the Building in the Austin, Texas Southwest submarket. If Landlord and Tenant cannot agree on the Fair Market Rent within sixty (60) days after Tenant’s exercise of the Extension Option shallOption, if Landlord so elects in its absolute discretion, be ineffective in the event that shall provide Tenant with a list of not less than three (i3) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or but not more than five (ii5) independent and qualified tenant representative brokers and Tenant shall have reduced the size of the Premises below select one (1) full floor such broker from said list and inform the other as to its selection within five (5) business days after Tenant receives Landlord’s list of independent and qualified tenant representative brokers (the date Tenant so informs Landlord of its selection shall be referred to herein as the “Designation Date”). In order to be “qualified,” each of the Building tenant representative brokers submitted by agreement Landlord to Tenant (i) shall have at least ten (10) years’ leasing experience in commercial leases in the Austin, Texas Southwest submarket, (ii) shall not be affiliated with Landlord or pursuant in anyway, and (iii) shall not have represented Landlord in any real estate transaction. Within five (5) business days after the Designation Date, Landlord and Tenant shall each submit to an express right in this Lease.the selected broker and each other their respective determinations of the Fair

Appears in 1 contract

Sources: Lease Agreement (Whiteglove Health Inc)

Extension Option. (a) Landlord hereby grants to Tenant shall have the option four (4) consecutive options to extend this Lease (the “Extension Option”) Term for one additional term a period of five (5) years each time (the “Extension each such period to be referred to herein as an "Option Period"), upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for each such Extension Period (the “Option Rent”) shall be an amount equal option to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and Tenant giving written notice of its exercise to Landlord in the manner provided in this Section 51.1(b)Lease at least two hundred ten (210) days prior to (but not more than three hundred (300) days prior to) the expiration of the Term, as it may have been previously extended. No extension option may be exercised by Tenant if an Event of Default has occurred and is then continuing at the time of exercise of the option. (b) If Tenant exercises its option[s] to extend the Term, Landlord shall, within thirty (30) days after the receipt of Tenant's notice of exercise, notify Tenant in writing of the following: (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration Landlord's reasonable determination of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Demised Premises (including any Refusal Space, as hereinafter defined) during the applicable Option Period based on ninety-five percent (95%) of the market rate for such space, as reasonably determined by Landlord taking into account all relevant factors for space of this type in the Memphis, Tennessee area (which notice shall also remind Tenant that it has ten (10) days in which either to accept Landlord's determination of the Base Rent for the Demised Premises during the applicable Option Period or to select an appraiser pursuant to this Special Stipulation 1 in the event Tenant disagrees with such determination by Landlord of the Base Rent for the Demised Premises during the applicable Option Period). Tenant shall have ten (10) days from its receipt of Landlord's notice to notify Landlord in writing that Tenant does not agree with Landlord's determination of ninety-five percent (95%) of the market rate for such space and that Tenant elects to determine the Prevailing Market Rate (as defined and calculated below). If Tenant does not notify Landlord of such election within ten (10) days of its receipt of Landlord's notice, Base Rent for the applicable Option Period for purposes of this subpart (i) of this Special Stipulation 1 shall be as provided set forth in Section 51.1(aLandlord's notice to Tenant. The phrase "Prevailing Market Rate" shall mean ninety-five percent (95%) of the then prevailing market rate for base minimum rental calculated on a per square foot basis for leases covering buildings comparable to the Building (as adjusted for any variances between such buildings and the Building) located in the area of Memphis, Tennessee (hereinafter referred to as the "Market Area"). The Prevailing Market Rate shall be determined by an appraisal procedure as follows: in the event that Tenant notifies Landlord that Tenant disagrees with Landlord's determination of ninety-five percent (95%) of the then market rate and that Tenant elects to determine the Prevailing Market Rate, then Tenant shall have no further options specify, in such notice to extend Landlord, Tenant's selection of a real estate appraiser who shall act on Tenant's behalf in determining the Lease Term. Prevailing Market Rate. Within twenty (ii20) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment days after Landlord's receipt of Tenant’s entire interest 's selection of a real estate appraiser, Landlord, by written notice to Tenant, shall designate a real estate appraiser, who shall act on Landlord's behalf in this Lease. In the event of any assignment of this Lease or subletting of all determination of the Premises for a period ending in the last one hundred eighty Prevailing Market Rate. Within twenty (18020) days of the Term thereof (other than to a Permitted Transferee)selection of Landlord's appraiser, the Extension Option two (2) appraisers shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise render a joint written determination of the Extension Option shallPrevailing Market Rate, if Landlord so elects in its absolute discretion, be ineffective which determination shall take into consideration any differences between the Building and those buildings comparable to the Building located in the event that Market Area, including without limitation age, location, setting and type of building. If the two (i2) an Event of Default by Tenant remains uncured at appraisers are unable to agree upon a joint written determination within said twenty (20) day period, the time of delivery two appraisers shall select a third appraiser within such twenty (20) day period. Within twenty (20) days after the appointment of the Exercise Noticethird appraiser, or (ii) Tenant the third appraiser shall have reduced the size render a written determination of the Premises below Prevailing Market Rate by selecting, without change, the determination of one (1) full floor of the Building by agreement original appraisers as to the Prevailing Market Rate and such determination shall be final, conclusive and binding. All appraisers selected in accordance with this subparagraph shall have at least ten (10) years prior experience in the commercial leasing market of the Market Area and shall be members of the American Institute of Real Estate Appraisers or similar professional organization. If either Landlord or Tenant fails or refuses to select an appraiser, the other appraiser shall alone determine the Prevailing Market Rate. Landlord and Tenant agree that they shall be bound by the determination of Prevailing Market Rate pursuant to an express right in this Lease.paragraph. Landlord shall bear the fee and expenses of its appraiser; Tenant shall bear the fee and expenses of its appraiser; and Landlord and Tenant shall share equally the fee and expenses of the third appraiser, if any;

Appears in 1 contract

Sources: Industrial Lease Agreement (Barnesandnoble Com Inc)

Extension Option. Tenant shall have (a) The Parent may, by giving notice to the option to extend this Lease Agent in writing (the “Extension Request”) not earlier than sixty (60) days and not later than thirty (30) days before the first anniversary of the Acquisition Completion Date, request an extension of the Initial Termination Date (the “Extension Option”) for one additional term a further period of five (5) years 364 days (the “Extension Period”), upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option RentExtended Termination Date”) shall be an amount equal in respect of Facility A and (to the Fair Market Rental Value extent also requested) Facility B. For the avoidance of doubt, a Lender may only extend its entire Facility A Commitment and (as defined hereinafterif applicable) for its entire Facility B Commitment existing at the Premises as of the commencement date of the Extension Option for such Extension PeriodRequest. (b) The Agent must forward a copy of the Extension Option must Request to each of the Lenders then participating in each applicable Facility as soon as reasonably practicable after receipt thereof. (c) Each applicable Lender shall notify the Agent of its decision (which shall be exercised by Tenantin its sole discretion) whether or not to agree to the Extension Request not later than ten (10) days before the first anniversary of the Acquisition Completion Date (and, if at allany applicable Lender has not notified the Agent of its acceptance of the Extension Request on or before such date, only at it shall be deemed to have refused the time Extension Request) and the Agent shall notify the Parent whether or not each applicable Lender has agreed to the Extension Request as soon as reasonably practicable. (d) The Commitment of each Lender then participating in each applicable Facility that expressly agrees to an extension of the Initial Termination Date to the Extended Termination Date as requested in the manner provided Extension Request (each an “Accepting Lender”) will automatically be extended without the need for any further action by the Agent or those Lenders to the Extended Termination Date. (e) The Parent shall pay to the Agent, for the account of each Accepting Lender, an extension fee in this Section 51.1(b)an amount to be agreed between the Accepting Lenders and the Parent on the Initial Termination Date or such other date agreed between the Accepting Lenders and the Parent. (f) If a Lender: (i) If Tenant wishes does not agree to exercise an extension of the Initial Termination Date pursuant to the Extension Option, Tenant must, ; or (ii) does not respond to the Extension Request on or before the date occurring twelve (12) months falling five days before the expiration first anniversary of the initial Lease Term Acquisition Completion Date (but not before the date that is fifteen (15) months before the expiration of the initial Lease Termin each case, a “Non-Accepting Lender”), exercise the Extension Option by delivering written notice Borrower shall ensure that: (A) all amounts (if any) in respect of such Non-Accepting Lender's Commitment under each Facility which are outstanding under the “Exercise Notice”Finance Documents on the Initial Termination Date applicable to it are paid or repaid in full on such Initial Termination Date, together with accrued interest and all other amounts outstanding in relation to such participation. and (B) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term Commitment under each Facility shall be extended for reduced to zero and cancelled on the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease TermInitial Termination Date. (iig) If Tenant fails there are any Accepting Lenders, the Parent and the Agent (acting on the instructions of the Accepting Lenders) shall agree a repayment profile for amounts outstanding under Facility A following the Initial Termination Date prior to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Optionany extension of Facility A Commitments under this Clause 2.2. (ch) It For the avoidance of doubt, unless it is understood held by the Specific Tranche Lender at that time, each Specific Tranche may be extended on the same basis as all other amounts under Facility A and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in Facility B under this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and voidClause 2.2. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 1 contract

Sources: Facility Agreement

Extension Option. A. On the conditions, which conditions Landlord may waive, at its election, by written notice to Tenant shall have at any time, that (i) Tenant is not in default of its covenants and obligations under the Lease beyond any applicable notice and cure period, and (ii) Tenant has not assigned the Lease, both as of the time of option to extend this Lease (the “Extension Option”) for one additional term of five (5) years (the “Extension Period”), upon the terms exercise and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the hereinafter described additional Term, Tenant shall have the option (“90-Day Extension Option”) to extend the Term of this Lease for one (1) additional up to 90-day period, such additional term commencing as of May 1, 2014, and expiring as of the last day of the additional term (not to exceed 90 days) set forth in Tenant’s written notice to Landlord exercising the 90-Day Extension Option for such (“90-Day Extension Period. (b) The Term”). Tenant may exercise its 90-Day Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, giving Landlord written notice on or before October 31, 2013. Upon the date occurring twelve (12) months before the expiration timely giving of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Optionsuch notice, the term of this Lease Term shall be deemed extended for the Extension Period upon all of the terms and conditions set forth in the of this Lease. If Tenant fails to give timely notice, as amendedaforesaid, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options right to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment term of this Lease or subletting of all pursuant to this Section 6, time being of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and voidessence. (d) B. Rent and all other charges due during the 90-Day Extension Term shall be payable at the same rates in effect as of April 30, 2014. C. Notwithstanding the fact that Tenant’s exercise of the 90-Day Extension Option shallshall be self-executing, as aforesaid, the parties shall promptly execute a lease amendment reflecting the 90-Day Extension Term after Tenant exercises the 90-Day Extension Option. The execution of such lease amendment shall not be deemed to waive any of the conditions to Tenant’s exercise of its rights under this Paragraph 1, unless otherwise specifically provided in such lease amendment. D. In addition, if Landlord so elects in Tenant exercises the 90-Day Extension Option as aforesaid, then the date by which Tenant must exercise its absolute discretion, be ineffective in option to extend the event that (i) an Event of Default by Tenant remains uncured at the time of delivery term of the Exercise NoticeLease for five (5) years as set forth in Addendum No. 1 to the Lease shall be extended from its current date of July 31, or 2013 to the date nine (ii9) Tenant shall have reduced months prior to the size expiration of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease90-Day Extension Term.

Appears in 1 contract

Sources: Lease Agreement (Cvent Inc)

Extension Option. Provided this Lease is in full force and effect and Tenant is not then in Default under any term or condition of this Lease, and provided further that Tenant is occupying substantially all of the Premises as set forth herein, Tenant shall have the option to extend this Lease options (the each, an “Extension Option”), at the expiration of the initial Term or Extension Period, as the case may be, to extend the Term for up to two (2) for one additional term consecutive periods of five (5) years each (the each, an “Extension Period”), upon such extensions to be on the terms same terms, covenants and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amendedare herein contained, except that the Base Rent for payable during the first (1st) year of each Extension Period shall be ninety-seven percent (97%) of Fair Market Rental Value, as provided in Section 51.1(adefined below, with three percent (3%) and Tenant shall have no further options annual escalations each year thereafter for the balance of such Extension Period. In order to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Noticevalidly exercise an Extension Option, Tenant shall be considered must provide written notice to have elected not Landlord of Tenant’s intent to exercise the Extension Option at least nine (9) months, but not more than twelve (12) months, prior to the expiration of the initial Term or Extension Period, as applicable. Without further instrument, lease or agreement, the Term of this Lease shall be so extended upon the giving of such written notice by Tenant; provided, however, Tenant agrees to execute such reasonable documentation as Landlord may reasonably request memorializing such extension. Within sixty (60) days following Tenant’s notice to Landlord of exercise of an Extension Option. , Landlord shall notify Tenant in writing of the Fair Market Rental Value proposed by Landlord for the applicable Extension Period (c“Landlord’s Proposed Rent”). If Tenant disagrees with Landlord’s Proposed Rent, Tenant shall notify Landlord in writing of such disagreement within thirty (30) It days following receipt of Landlord’s Proposed Rent and shall contemporaneously notify Landlord in writing of what Tenant believes is understood the Fair Market Rental Value for the upcoming Extension Period (“Tenant’s Proposed Rent”). Landlord and agreed that Tenant shall meet during the sixty (60) day period following the receipt of the written notice exercising the Extension Option hereby granted is personal and shall attempt to Original agree on the Base Rent for such Extension Period. If Landlord and Tenant agree on the Base Rent for such Extension Period by the last day of such sixty (60) day period, Landlord and is not transferable except Tenant will forthwith execute a written agreement confirming the Base Rent for such Extension Period which has been agreed upon. If Landlord and Tenant fail to a Permitted Transferee in connection with an assignment so agree by the last day of the month following the written notice exercising the option, the determination of the Base Rent for the applicable Extension Period shall be submitted to binding arbitration by Landlord and Tenant. Each of Landlord and Tenant shall submit to the arbitrator copies of Landlord’s Proposed Rent and Tenant’s entire interest Proposed Rent. Such arbitration shall be filed at the regional office of the American Arbitration Association in this LeaseAtlanta, Georgia and conducted in Atlanta, Georgia before a single arbitrator and shall be administered by the American Arbitration Association in accordance with its rules, procedures and protocols then in effect for the Real Estate Industry (the “AAA Rules”). The arbitrator shall be an impartial professional selected in accordance with the AAA Rules. In the event interest of expediting matters and reducing costs, the parties to the arbitration shall not be entitled to file motions or conduct discovery. In rendering his/her decision, the arbitrator shall have the obligation to select either Landlord’s Proposed Rent or Tenant’s Proposed Rent as the Base Rent to be paid by Tenant. The arbitrator’s award shall be binding upon all parties to the arbitration and a judgment upon the award may be entered in any court having jurisdiction thereof. The out-of-pocket attorneys’ fees and costs of Landlord and Tenant, the out-of-pocket costs of any assignment of this Lease appraiser or subletting of all consultant engaged by Landlord or Tenant and the fees and costs of the Premises for a period ending in American Arbitration Association and the last one hundred eighty arbitrator shall be paid by the party whose determination of Base Rent was not selected within thirty (18030) days of receipt of an invoice. If, by virtue of any delay, Fair Market Rental Value is not determined by the Term thereof (other than expiration or termination of the then-applicable Term, then until Fair Market Rental Value is determined, Tenant shall continue to a Permitted Transferee)pay Base Rent during the applicable Extension Period in the same amount which it was obligated under this Lease to pay prior to the commencement of such Extension Period. When Fair Market Rental Value is determined, the Extension Option appropriate Base Rent shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise calculated retroactive to the commencement of the applicable Extension Option shall, if Period and Tenant shall either receive a refund from Landlord so elects in its absolute discretion, be ineffective (in the event that case of an overpayment) or shall pay any deficiency to Landlord (i) in the case of an Event of Default by Tenant remains uncured at underpayment). In determining Fair Market Rental Value, the time of delivery of the Exercise Notice, or (ii) Landlord and Tenant shall have reduced determine the amount that a willing tenant would pay, and a willing landlord of comparable flex warehouse/office spaces, at arm’s length, to rent premises of comparable size of and quality as the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this LeasePremises.

Appears in 1 contract

Sources: Lease Agreement (GS Acquisition Holdings Corp II)

Extension Option. Tenant shall have the option to extend this Lease (the “Extension Option”) for one additional term of five (5) years (the “Extension Period”), upon the terms and conditions hereinafter set forth: (a) If Provided that as of the date of the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value Notice (as defined hereinafterhereinafter defined) for the Premises and as of the commencement of the Extension Option Term (i) this Lease is in full force and effect, (ii) the original Tenant or any Permitted Assignee (as defined in Section 6.2.1) named herein is in occupancy of the entire Premises, (iii) Tenant is not in default beyond any applicable grace period, and (iv) Tenant has not assigned this Lease or sublet all or any part of the Premises, Tenant shall have the right to extend the term of this Lease for one (1) additional period of five (5) years, such period to begin immediately upon the expiration of the Original Term of this Lease (the “Extension Term”). All of the terms, covenants and provisions of this Lease shall apply to such Extension PeriodTerm, except that (x) the Annual Fixed Rent Rate for the Extension Term shall be equal to 95% of the Fair Rental Value of the Premises at the commencement of such Extension Term, as determined pursuant to this Section 2.3, and (y) Landlord shall have no obligation to make any alterations or improvements to the Premises, or to provide any allowances, inducements or other payments of any kind to Tenant in connection therewith. If Tenant shall elect to exercise the aforesaid option, it shall do so by giving Landlord notice (an “Extension Notice”) in writing of its intention to do so not later than twelve (12) months prior to the expiration of the Original Term of this Lease. Accordingly, if Tenant fails timely to exercise its option for the Extension Term and to deliver the Extension Notice on or before the exercise date specified above, then Tenant shall have no further right or option to extend the term of this Lease hereunder or otherwise. (b) The If Tenant timely and properly gives such Extension Option must Notice with regard to the Extension Term, the Term of this Lease shall be exercised by Tenantautomatically extended for the Extension Term without the execution of any additional documents, unless Tenant rescinds such Extension Notice in accordance with the terms and conditions provided in Section 2.3(d). Without limiting the foregoing, if at allTenant elects to exercise its option to extend the Term for the Extension Term, only at in accordance with this Section 2.3 and the time foregoing conditions precedent are fully and in the manner completely satisfied, and Tenant does not rescind its Exercise Notice as provided in Section 2.3(d), then Landlord and Tenant shall enter into an amendment to this Section 51.1(b)Lease to confirm such exercise and to document all modifications to this Lease resulting from the exercise of such option; provided, however, the execution of such amendment shall not be a condition precedent to the valid exercise by Tenant of the extension option granted herein. (c) For the purposes hereof, the “Fair Rental Value” of the Premises shall mean the fair rental value thereof that would be agreed upon between a landlord and a tenant executing a lease renewal or extension with respect to comparable space in a comparable building located in Boston, Massachusetts for a comparable term, upon all of the other business terms of this Lease, assuming the following: (i) If Tenant wishes the landlord and tenant are well informed and well advised and each is acting in what it considers to exercise be its own best interests; (ii) the Extension Option, Tenant must, on or before rental shall reflect the date occurring twelve (12) months before the expiration location of the initial Lease Term (but not before Building, the date that is fifteen (15) months before the expiration condition of the initial Lease Term), exercise Premises and all residual value of any improvements to the Extension Option Premises; and (iii) the transaction takes into consideration the Additional Rent to be paid by delivering Tenant and all applicable brokerage commissions. (d) Landlord will deliver a written notice (the “Exercise Fair Market Value Notice”) to Tenant setting forth the Landlord’s determination of the Fair Market Value within ten (10) business days after receipt of the Exercise Notice. If Tenant disagrees with Landlord’s designation of the Fair Rental Value, and the parties cannot agree thereon, then within thirty (30) days after receipt of the Fair Market Value Notice, Tenant shall notify Landlord of such disagreement and the Fair Rental Value shall be determined by the appraisal process set forth in Article 10 hereof. Notwithstanding anything to the contrary contained herein, upon receipt of the Fair Market Value Notice, Tenant shall have ten (10) business days to notify Landlord (a “Rescission Notice”) that Tenant rescinds its exercise of its right to extend pursuant to this Section 2.3. If Tenant fails to timely and properly exercises its Extension Optiongive such Rescission Notice, then the Term of this Lease Term shall be automatically extended for the Extension Period upon all Term without the execution of any additional documents. (e) If Tenant exercises its right of appraisal and the appraisal has not been concluded at the commencement of the terms Extension Term, Tenant shall pay annual Fixed Rent at the rate in effect on the last day of the Original Term (with a reconciliation and conditions set forth in any required adjustment promptly upon the Lease, as amended, except that the Base Rent determination of Fair Rental Value for the Extension Period shall be Term as provided herein) and Additional Rent as provided in Section 51.1(a4.2 hereof. If the Fair Rental Value as determined by appraisal is greater than or less than Fair Rental Value as determined by Landlord, then any adjustment required to correct the amount previously paid shall be made by payment by the appropriate party ten (10) and Tenant shall have no further options to extend the Lease Termdays after such determination of Fair Rental Value. (iif) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise Time is of the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment essence of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and voidSection 2.3. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 1 contract

Sources: Sublease (Tokai Pharmaceuticals Inc)

Extension Option. So long as there shall not then be an Event of Default under this Lease, Tenant shall have the option to may extend this Lease with respect to one of the following (the “Extension OptionPremises): (a) the Third Floor West Wing Premises, (b) the Existing Fifth Floor West Wing Premises, the Existing Sixth Floor West Wing Premises, the Existing Fifth Floor East Wing Premises and the Sixth Floor East Wing Premises, (c) the Existing Fifth Floor West Wing Premises and the Existing Sixth Floor West Wing Premises, (d) the Existing Fifth Floor East Wing Premises and the Sixth Floor East Wing Premises; for one (1) additional term period of five (5) years (the “Extension PeriodTerm”), upon by delivering written notice of the exercise thereof to Landlord not later than fifteen (15) months (nor earlier than eighteen (18) months) before the expiration of the Original Term therefor. The Base Rent payable for each month during the Extension Term shall be the prevailing rental rate (the “Prevailing Rental Rate”), at the commencement of the Extension Term, for renewals of space in Cambridge, Massachusetts of equivalent quality, size, utility and location, taking into account prevailing concessions including, but not be limited to, tenant improvements, tenant improvement allowances, rental abatement, the length of the Extension Term, size of the premises, condition of the premises, escalation charges, location of the premises, location and age of the building, free rent periods, brokerage commissions and lease term. Within fourteen (14) days after receipt of Tenant’s notice to extend, Landlord shall deliver to Tenant written notice of the Prevailing Rental Rate and shall advise Tenant of the required adjustment to Base Rent, if any, and the other terms and conditions hereinafter set forthoffered. Tenant shall, within twenty-one (21) days after receipt of Landlord’s notice, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Prevailing Rental Rate (“Tenant Notice”). If Tenant timely notifies Landlord that Tenant accepts Landlord’s determination of the Prevailing Rental Rate, then, on or before the commencement date of the Extension Term, Landlord and Tenant shall execute an amendment to this Lease extending the Term for the Extension Premises on the same terms provided in this Lease, except as follows: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal adjusted to the Fair Market Prevailing Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period.Rate; (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option.extension option unless expressly granted by Landlord in writing; and (c) It is understood and agreed that Landlord shall lease to Tenant the Extension Option hereby granted is personal Premises in their then-current condition, and Landlord shall not provide to Original Tenant any allowances (e.g., moving allowance, construction allowance, and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease like) or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and voidtenant inducements. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 1 contract

Sources: Lease (CarGurus, Inc.)

Extension Option. Tenant shall have the option right to extend the Initial Term of this Lease (the "Extension Option") for one additional term of five (5) years (the “Extension Period”"Extended Term"), upon the terms and conditions hereinafter set forth: (a) If the . Such Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth contained in the Leasethis Lease except that, as amendedat Landlord’s election, except that the Base Rent for may be adjusted to an amount equal to the Extension Period shall be Prevailing Market Rate as provided in Section 51.1(a) and set forth below. Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to may exercise the Extension Option. , if at all, by giving written notice to Landlord no earlier than two hundred ten (c210) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last no later than one hundred eighty (180) days prior to expiration of the Term term to be extended; provided, however, if Tenant is in material default hereunder on the date of giving such notice and fails to cure such default as provided herein, Landlord may reject such exercise by delivering written notice thereof (other than to a Permitted Transferee)Tenant promptly after such failure to cure. At the commencement of the Extended Term, the Extension Option Base Rent shall automatically terminate and shall thereafter be null and void. adjusted as set forth in Section 8 (dRental Adjustments) hereof or, at the election of Landlord delivered to Tenant in writing within thirty days of receipt of Tenant’s exercise notice, shall be adjusted to the Prevailing Market Rate for space of comparable size and location to the Extension Option shallPremises then being offered for rent in other buildings similar in age, if Landlord so elects location and quality to the Premises; provided, however, in its absolute discretionno event shall the Base Rent be reduced below the Base Rent for the lease year prior to commencement of such Extended Term. As used herein, be ineffective in the event that term "Prevailing Market Rate" shall mean the base rental for such comparable space, taking into account (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Noticeany additional rental and all other payments and escalations payable hereunder, or (ii) Tenant shall have reduced the location and size of the Premises below one premises covered by leases of such comparable space, (1iii) full floor the duration of the Building renewal term and the term of such comparable leases, (iv) free rent given under such comparable leases and any other tenant concessions, and (v) tenant improvement allowances and other allowances given under such comparable leases. If Tenant disputes Landlord's determination of the Prevailing Market Rate, Tenant shall so notify Landlord within fourteen (14) days following Landlord's notice to Tenant of the Prevailing Market Rate and such dispute shall be resolved as follows: A. Within thirty (30) days following Landlord's notice to Tenant of the Prevailing Market Rate, Landlord and Tenant shall attempt in good faith to meet no less than two (2) times, at a mutually agreeable time and place, to attempt to resolve any such disagreement. B. If within this thirty (30) day period Landlord and Tenant cannot reach agreement as to the Prevailing Market Rate, they shall each select one appraiser to determine the Prevailing Market Rate. Each such appraiser shall arrive at a determination of the Prevailing Market Rate and submit their conclusions to Landlord and Tenant within thirty (30) days of the expiration of the thirty (30) day consultation period described in (A) above. C. If only one appraisal is submitted within the requisite time period, it shall be deemed to be the Prevailing Market Rate. If both appraisals are submitted within such time period, and if the two appraisals so submitted differ by agreement less than ten percent (10%) of the higher of the two, then the average of the two shall be the Prevailing Market Rate. If the two appraisals differ by more than ten percent (10%) of the higher of the two, then the two appraisers shall immediately select a third appraiser who will, within thirty (30) days of his or her selection, make a determination of the Prevailing Market Rate and submit such determination to Landlord and Tenant. This third appraisal will then be averaged with the closer of the two previous appraisals and the result shall be the Prevailing Market Rate. D. All appraisers specified herein shall be members of the American Institute of Real Estate Appraisers (MAI) with not less than five (5) years' experience appraising leases of commercial properties similar to the Premises in the area. Landlord or pursuant to an express right and Tenant shall pay the cost of the appraiser selected by such party and one-half of the cost of the third appraiser plus one-half of any other costs incurred in this Leasethe arbitration.

Appears in 1 contract

Sources: Lease Agreement

Extension Option. Section 26.1 Subject to the provisions hereinafter set forth, Landlord hereby grants to Tenant shall have the an option to extend the term of this Lease (on the “Extension Option”) same terms, conditions and provisions contained in this Lease, except as otherwise provided herein, for one additional term period of five (5) years (the “Extension "Renewal Period”), upon the terms and conditions hereinafter set forth: (a") If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before after the expiration of the initial Lease Term Term, which Renewal Period shall commence on the day after the Expiration Date (but not the "Renewal Period Commencement Date") and end on the day before the fifth (5th) anniversary of the Renewal Period Commencement Date. Section 26.2 Said option shall be exercisable by written notice from Tenant to Landlord of Tenant's election to exercise said option given not later than the date that which is fifteen (15) months before prior to the expiration Renewal Period Commencement Date, time being of the initial Lease Term)essence. Once exercised, exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlordsaid option shall be irrevocable. If Tenant timely and properly exercises its Extension OptionTenant's option is not so exercised, the Lease Term said option shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Termthereupon expire. (ii) If Section 26.3 Tenant fails to deliver a timely Exercise Noticemay only exercise said option, Tenant and an exercise thereof shall only be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shalleffective, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery Tenant's exercise of said option and on the Renewal Period Commencement Date this Lease is in full force and effect and Tenant is not in default under this Lease, and (inasmuch as said option is intended only for the benefit of the Exercise Noticeoriginal Tenant named in this Lease) the entire Premises are occupied by the original Tenant named herein and said Tenant has not assigned this Lease or sublet any portion of the Premises. Without limitation of the foregoing, no sublessee or (ii) assignee shall be entitled to exercise said option, and no exercise of said option by the original Tenant named herein shall have reduced be effective in the size event said Tenant assigns this Lease or subleases all or part of the Premises below one (1) full floor prior to the Renewal Period Commencement Date. Section 26.4 Base Rent of the Building Premises payable during the Renewal Period with respect to all space included in the Premises as of the Renewal Period Commencement Date shall be equal to the Market Rental Rate (as hereinafter defined). Landlord shall give Tenant written notice of the Market Rental Rate within thirty (30) days following written request by agreement Tenant made not earlier than seventeen (17) months prior to the Renewal Period Commencement Date. Section 26.5 If Tenant has validly exercised said option, within thirty (30) days after Tenant gives Landlord notice of the exercise of the option, Landlord and Tenant shall enter into a written amendment to this Lease confirming the terms, conditions and provisions applicable to the Renewal Period as determined in accordance herewith, with Landlord or pursuant such revisions to an express right in the rental provisions of this LeaseLease as may be necessary to conform such provisions to the Market Rental Rate.

Appears in 1 contract

Sources: Lease Agreement (Dade Behring Holdings Inc)

Extension Option. So long as there exists no default beyond any applicable notice and cure period either at the time of exercise or on the first day of the Extension Term (as hereinafter defined) and Tenant has not assigned this Lease in whole or in part ( other than pursuant to a Permitted Transfer) nor sublet the Premises in whole or in part, Tenant shall have the option to extend this Lease the Term for up to two (the “Extension Option”2) for one additional term consecutive periods of five (5) years apiece (the “each period being an "Extension Period”), Term") upon the terms written notice to Landlord given not less than nine (9) months and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring not more than twelve (12) months before prior to the scheduled expiration of the initial Lease Term. If Tenant fails to exercise either option to extend the Term (but not before strictly within the date time period set forth in this section, then Tenant's options to extend the Term shall automatically lapse and be of no further force or effect. In the event that is fifteen (15) months before the expiration of the initial Lease Term)Tenant exercises an option granted hereunder, exercise the Extension Option by delivering written notice (Term shall be upon the “Exercise Notice”) same terms and conditions as are in effect under this Lease immediately preceding the commencement of such Extension Term except that the Base Rent due from the Tenant shall be increased to Landlord's determination of Base Rent as provided herein, and Tenant shall have no further right or option to extend the Term or to any abatements, improvement allowance or other inducements. If Tenant timely and properly exercises its Extension Optionoption to extend the Term, the Lease Term then no later than thirty (30) days following receipt of Tenant's notice, Landlord shall be extended for the Extension Period upon all notify Tenant in writing of the terms and conditions set forth in the Lease, as amended, except that Landlord's determination of the Base Rent for the Extension Period Term ("Landlord's Rental Notice"). If Tenant does not object to Landlord's determination of the Base Rent by written notice to Landlord within ten (10) days after the date of Landlord's Rental Notice, then Tenant shall be deemed to have accepted the Base Rent set forth in Landlord's Rental Notice. If Tenant timely objects to Landlord's Rental Notice, and the parties cannot agree on Base Rent for the Extension Term within thirty (30) days after Landlord receives Tenant's notice of objection, then the Term shall automatically be extended and Base Rent for the Extension Term shall be submitted to arbitration as provided follows: Base Rent shall be determined by impartial arbitrators (who shall be qualified real estate appraisers or brokers with at least ten (10) years of experience dealing with like types of properties in Section 51.1(athe market area), one to be chosen by the Landlord, one to be chosen by Tenant, and a third to be selected, if necessary, as below provided, and shall reflect the greater of (i) the rate that would be agreed upon between a landlord and a tenant on or about the date on which the Extension Term is to begin for a comparable term and for space comparable to the Premises in the Building and buildings comparable to the Building in the market area, taking into account any material economic differences between the terms of this ease and any comparison lease, such as the manner, if any, in which the landlord under any such lease is reimbursed for operating expenses and taxes and (ii) the Base Rent payable during the last month of the current Term. The unanimous written decision of the two first chosen (without selection and participation of a third arbitrator), or otherwise the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) days following the call for arbitration and, unless such two arbitrators shall have no further options reached a unanimous decision within thirty (30) days after their designation, they shall select an impartial third arbitrator to extend determine the Lease market value as herein defined. Such third arbitrator and the first two chosen shall render their decision within thirty (30) days following the date of appointment of the third arbitrator and shall notify Landlord and Tenant thereof, which decision shall be final and binding on the parties. Landlord and Tenant shall each pay the expenses of its own arbitrator and shall share the payment of expenses of the third arbitrator equally, regardless of the outcome of arbitration. If the dispute between the parties as to the Base Rent for the Extension Term has not been resolved before the commencement of the Extension Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise pay Base Rent for the Extension Option. (c) It is understood and agreed that Term based upon the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending Base Rent designated by Landlord in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that Landlord' s Rental Notice until either (i) an Event of Default by Tenant remains uncured at the time of delivery agreement of the Exercise Noticeparties as to the fair market rent, or (ii) decision of the arbitrators, as the case may be, at which time Tenant shall have reduced promptly pay any underpayment of Base Rent to Landlord, or Landlord shall credit the size overpayment of Base Rent against the Premises below one (1) full floor next installment of the Building by agreement with Landlord rental or pursuant other charges due to an express right in this LeaseLandlord.

Appears in 1 contract

Sources: Sublease Agreement (Exagen Inc.)

Extension Option. Landlord hereby grants to Tenant shall have the option to extend this the Lease Term for two (the “Extension Option”2) for one additional term periods of five three (53) years each (the each a Extension Renewal Period”). The first Renewal Period shall commence on the day immediately following the date of expiration of the Extension Term (“First Renewal Commencement Date”) and shall expire on the day preceding the 3rd anniversary of the First Renewal Commencement Date (“First Renewal Expiration Date”), upon unless sooner terminated in accordance with the terms and conditions hereinafter set forth:provisions of the Lease. The second Renewal Period shall commence on the day following the First Renewal Expiration Date (“Second Renewal Commencement Date”) and shall expire on the day preceding the 3rd anniversary of the Second Renewal Commencement Date, unless sooner terminated in accordance with the terms and provisions of the Lease. (a) If Each of the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) Renewal Periods shall be an amount equal to upon the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenantsame terms, if at allcovenants, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions as set forth in the Lease, as amended, except that Annual Minimum Rent payable during each of the Base Renewal Periods shall be equal to the Fair Market Rental Rate (as defined below) for lease terms commencing on or about the applicable Renewal Commencement Date, as reasonably determined by Landlord. Notwithstanding anything contained herein to the contrary, in no event shall (i) the annual rate of Annual Minimum Rent for the Extension first Renewal Period be less than the annual rate of Annual Minimum Rent under the Lease immediately prior to the First Renewal Commencement Date or (ii) the annual rate of Annual Minimum Rent for the second Renewal Period be less than the annual rate of Annual Minimum Rent under the Lease immediately prior to the Second Renewal Commencement Date. Tenant shall be as provided in Section 51.1(a) and required to pay Tenant’s Proportionate Share of Operating Expenses during each Renewal Period, if Tenant shall have no further options has elected to extend the Lease Term. (iib) If Tenant fails desires to deliver a timely Exercise Noticeexercise either option to extend, Tenant shall be considered deliver a written notice (the “Renewal Period Rental Rate Request”) to have elected not to exercise the Extension Option. (c) It is understood and agreed Landlord requesting that the Extension Option hereby granted is personal to Original Landlord advise Tenant and is not transferable except to a Permitted Transferee in connection with an assignment writing of TenantLandlord’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all determination of the Premises Fair Market Rental Rate for a period ending in the last applicable Renewal Period. The Renewal Period Rental Rate Request shall be delivered by Tenant no earlier than one hundred eighty (180) days prior to the expiration of the Extension Term thereof or the first Renewal Period, as the case may be, and no later than ninety (other than 90) days prior to a Permitted Transfereethe end of the Extension Term or the first Renewal Period, as the case may be, time being of the essence. Landlord shall, in response to such request by Tenant, notify Tenant in writing of the rental rate for the applicable Renewal Period (the “Renewal Period Rental Rate”), no later than sixty (60) days prior to the expiration of the Extension Option Term on the First Renewal Period, as the case may be. (c) If Tenant desires to extend the Lease Term for the applicable Renewal Period, at the applicable Renewal Period Rental Rate, Tenant shall deliver written notice (“Renewal Notice”) to Landlord to such effect no later than thirty (30) days prior to the expiration of the Extension Term or the first Renewal Period, as the case may be, time being of the essence. If not so exercised, Tenant’s option to extend shall thereupon automatically terminate and expire. Once Tenant delivers the Renewal Notice to the Landlord, as provided above, Tenant’s election to extend the Lease Term shall thereafter be null and voidirrevocable by Tenant. (d) Unless Landlord, in its sole and absolute discretion, otherwise agrees in writing, Tenant may only exercise its option to extend and an exercise thereof shall only be effective, if at the time of Tenant’s exercise of the Extension Option shalloption and on the applicable Renewal Commencement Date, if Landlord so elects the Lease is in its absolute discretionfull force and effect and Tenant is not in default (after delivery of any applicable notice and expiration of any applicable cure period) under the Lease, be ineffective and, inasmuch as the option is intended only for the original Tenant named in the event that Lease, Tenant has not assigned the Lease or sublet more than forty-nine percent (49%) of the Premises. The option to renew shall not apply to or be exercised by any subtenant of the Premises or any portion thereof. (e) Upon the valid exercise by Tenant of an option to extend, Landlord and Tenant shall promptly enter into a written supplement to the Lease confirming the terms, conditions and provisions applicable to the applicable Renewal Period, as determined in accordance with the provisions of this Section. (f) For purposes of this Amendment, the term “Fair Market Rental Rate” shall mean a rate comprised of (i) an Event the prevailing base rental rate per square foot of Default rentable area available in the Pertinent Market (as defined below), and taking into account tenant improvement allowances, other tenant inducements, operating cost stops and tax cost stops, and brokerage commissions, as determined by Tenant remains uncured at the time of delivery of the Exercise NoticeLandlord in good faith, or and (ii) Tenant shall have reduced any escalation of any such base rental rate (based upon a fixed step and/or index) prevailing in the Pertinent Market, as determined by Landlord in good faith, taking into account (A) comparable leases (on the basis of factors such as, but not limited to, size and location of space and commencement date and term of lease), if any, recently executed for space in the Premises below one Building, and (1B) full floor leases for comparable (on the basis of factors such as, but not limited to, size and location of space and commencement date and term of lease) improved space in office buildings in the Orlando, Florida area which are comparable to the Building by agreement in reputation, quality, age, size, location and level and quality of services provided and which have reached economic stabilization (the foregoing factors not being exclusive in identifying comparable buildings) (the Building, together with Landlord or pursuant such comparable buildings, if applicable, being herein referred to an express right in this Leaseas the “Pertinent Market”).

Appears in 1 contract

Sources: Lease (Lightpath Technologies Inc)

Extension Option. 10.14.1 Provided that there is not an outstanding Event of Default under this Lease and that no event or condition exists with respect to which Landlord has given Tenant shall have written notice and after the expiration of any grace period would constitute an Event of Default under this Lease at the time the option to extend this Lease may be exercised and at the time the Extension Period commences, Landlord grants Tenant one option (the “Extension Option”) to extend this Lease with respect to all of the Premises for one additional term period of five (5) years (the “Extension Period”), upon the terms and conditions hereinafter set forth: (a) If the . The Extension Option shall be exercised by Tenant delivering written notice to Landlord at least 9 months and not more than 12 months prior to the Expiration Date of the initial Term. Time is exercised, then of the essence as to the giving of such notice. 10.14.2 The rate of annual Base Rent per annum for such Extension Period (the “Option RentExtension Rental Rate”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement each year of the Extension Option Period will be 103% of the annual Base Rent for such Extension Periodthe previous Lease Year. (b) The 10.14.3 Landlord and Tenant shall execute an amendment to this Lease within 30 days after Landlord’s receipt of the Extension Option must be exercised by TenantNotice, if at all, only at which amendment shall set forth the time extended Term and the Extension Rental Rate. Except for the change in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Optionrate of Base Rent, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon shall be subject to all of the terms and conditions set forth of this Lease. 10.14.4 Neither any option granted to Tenant in this Lease to renew or extend the LeaseTerm, as amendednor the exercise of any such option by Tenant, except shall prevent Landlord from exercising any option or right granted or reserved to Landlord in this Lease or that Landlord may otherwise have, to terminate this Lease or any renewal or extension of the Base Rent for Term either during the Extension Period original Term or during the renewed or extended term. Any renewal or extension right granted to Tenant shall be as provided in Section 51.1(a) personal to Tenant and may not be exercised by any assignee, subtenant or legal representative of Tenant. Any termination of this Lease shall serve to terminate any such renewal or extension of the Term, whether or not Tenant shall have no further options exercised any option to renew or extend the Lease Term. (ii) If . No option granted to Tenant fails to deliver a timely Exercise Notice, Tenant renew or extend the Term shall be considered deemed to have elected not give Tenant any further option to exercise the Extension Optionrenew or extend. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 1 contract

Sources: Lease Agreement (Leslies Poolmart Inc)

Extension Option. Provided that at the time the Tenant gives notice of the exercise of its rights under this Section 2.5, and at the time the Term would have otherwise expired but for the exercise of such rights, the Tenant is in Good Standing, the Tenant shall have the option right to extend this Lease the Term hereof (the “Extension Option”) for one additional term (1) period of five three (53) years (the “Extension PeriodTerm”). The Extension Option shall be exercised by notice given by the Tenant to the Landlord at least twelve (12) months prior to the expiration of the Initial Term. Upon the Tenant’s giving such notice, this Lease and the Term hereof shall be extended for the applicable Extension Term without the necessity of execution of any additional documents. The Extension Term shall be upon all the terms terms, conditions and conditions hereinafter set forth: (a) If provisions of this Lease, except that the Annual Fixed Rent during the Extension Option is exercised, then Term shall be the Base Rent per annum for such Extension Period fair market rental value (the “Option RentFair Rental Value”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for of the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by TenantTerm, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be determined as provided in Section 51.1(a) and below. Tenant shall have no further options option to extend the Lease Term. Term for any further Extension Term beyond the one provided for by this Section 2.5. The term “Fair Rental Value” shall mean the market rental value per annum and shall take into account the base rent and all other related and relevant factors for comparable office space in the ▇▇▇▇▇▇-▇▇▇▇▇▇▇ area as are typically considered when determining such base rent (ii) If Tenant fails to deliver a timely Exercise Noticeincluding, Tenant without limitation, the condition of the premises, any applicable tenant allowances, and the size of the tenant and leasing commissions, among other things). The Landlord shall be considered to have elected not to exercise reasonable and good faith judgment in establishing the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all Fair Rental Value of the Premises for a period ending in the last one hundred eighty Extension Term and, shall within forty-five (18045) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shallfor the Extension Term notify Tenant in writing of Landlord’s proposed Fair Rental Value. If Tenant does not notify Landlord in writing within thirty (30) days after its receipt of Landlord’s proposed Fair Rental Value that Tenant does not agree with such proposed Fair Rental Value then Landlord’s proposed Fair Rental Value shall be the Fair Rental Value of the Premises, if and the parties shall be bound to such amount. If on the other hand, Tenant does so notify Landlord so elects within said thirty (30) days that it does not agree, then Landlord and Tenant shall negotiate in its absolute discretiongood faith to attempt to agree on Fair Rental Value by the date that is nine (9) months prior to the date on which the Extension Term is to commence. If the parties are not able to timely reach an agreement, such Fair Rental Value shall be ineffective determined in accordance with the arbitration procedure set forth in Exhibit I. If the applicable Fair Rental Value has not been determined as of the date the same is to become effective, the Tenant shall pay Annual Fixed Rent at the rate quoted by the Landlord as the Fair Rental Value until such determination is made. In the event it shall subsequently be determined that the Fair Rental Value quoted (iand reasonably determined) an Event of Default by Tenant remains uncured at the time of delivery Landlord was in excess of the Exercise NoticeFair Rental Value, or (ii) the Landlord shall credit the amount of such overpayment against the next installments of Annual Fixed Rent. In the event it shall subsequently be determined that the Fair Rental Value quoted by the Landlord was less than the Fair Rental Value, the Tenant shall have reduced promptly pay the size of difference to the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this LeaseLandlord.

Appears in 1 contract

Sources: Sublease Agreement (TripAdvisor, Inc.)

Extension Option. Tenant shall have the right and option to extend this Lease for two (the “Extension Option”2) for one additional term consecutive periods of five (5) years each under the same terms and conditions as stated in the Lease (the each an “Extension PeriodOption”), upon with the terms and conditions hereinafter set forth: exceptions that (a) If no further extension options shall exist and (b) monthly base rental for such extension term shall be based on the then prevailing market base rental rate as determined by Landlord in good faith based on then recent lease extensions within the Building in the previous eighteen (18) months and recent leases in similar Class A office buildings in the surrounding submarket and taking into consideration Tenant’s use and financial strength, “single user buildings,” amenities within Building, parking and all other relevant factors, and based upon leases of comparable space to tenants of comparable size, quality and financial strength in comparable buildings, which rent shall be computed as of the date of such renewal period and shall be determined as if the building is being leased for general office purposes taking into account Landlord’s costs for tenant improvements, commissions, architectural fees and other cash and non-cash tenant inducements (“Market Rental Rate”). Tenant may reject the Extension Option is exercised, then granted herein within thirty (30) days following delivery to Tenant of Landlord’s determination of the Base Rent per annum for such prevailing market rental (“Rate Notice”). Each Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised exercisable by Tenant, if at all, only by timely delivery to Landlord of written notice of election at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring least twelve (12) months before prior to the expiration of the initial then current Lease Term Term, but no earlier than eighteen (but not before the date that is fifteen (1518) months before prior to the expiration of the initial then current Lease Term), . Landlord shall deliver the Rate Notice within twenty-one (21) days after delivery of Tenant’s exercise the Extension Option by delivering written notice (the “Exercise Notice”) notice. Subject to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all Section 19.06 of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period option herein granted shall be as provided in Section 51.1(a) and Tenant shall have no further options deemed to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant, and if Tenant and is not transferable except subleases any portion of the Premises or otherwise assigns or transfers any interest thereof to another party (other than pursuant to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this LeaseTransfer), such option shall lapse. In the event that Tenant is in default of any assignment of this Lease term or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured condition at the time of its exercise notice beyond any applicable notice and grace period, Tenant shall not then have the right to extend this Lease as provided herein. If Tenant desires to continue with the extension, but objects to the Market Rental Rate determined by Landlord, then Tenant must object to the same within said 30- day period. No later than five (5) business days thereafter, Landlord and Tenant shall meet in an effort to negotiate, in good faith, the Market Rental Rate applicable to the Premises. If Landlord and Tenant have not agreed upon the Market Rental Rate applicable to the Premises within five (5) business days after meeting, then Landlord and Tenant shall each appoint a broker not later than thirty (30) days following Landlord’s delivery of the Exercise Rate Notice. If Landlord’s broker and Tenant’s broker have failed to agree upon the Market Rental Rate within sixty (60) days following delivery of the Rate Notice, the two appointed brokers shall appoint a third broker (within five (5) business days following the expiration of said sixty (60) day period), and the Market Rental Rate shall be the arithmetic average of two (2) of the three (3) determinations which are the closest in amount, and the third determination shall be disregarded. If either Landlord or Tenant fails to appoint a broker within the prescribed time period, the failing party shall pay to the other party as liquidated damages $250.00 per day for each day following the deadline that such party fails to appoint a broker. If the two (ii2) Tenant appointed brokers fail to agree upon a third (3rd) broker, then the parties shall have reduced the size local office of the Premises below one American Arbitration Association appoint the third (13rd) full floor broker and the parties shall share equally in the cost of such arbitration. Each party shall bear the costs of its own broker, and the parties shall share equally the cost of the third broker, if applicable. Each broker shall have at least ten (10) years’ experience in the leasing of similar commercial buildings in the submarket in which the Building by agreement with Landlord or pursuant to an express right in this Leaseis located and shall be a licensed real estate broker.

Appears in 1 contract

Sources: Lease Agreement (Bazaarvoice Inc)

Extension Option. Provided Tenant is not otherwise in default under the terms of this Lease, Tenant shall have the option to extend renew this Lease for two (the “Extension Option”2) for one additional term consecutive terms of five (5) years each, by delivering notice to Landlord of Tenant's option to extend at least nine (the “Extension Period”)9) months, upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal prior to the Fair Market Rental Value (as defined hereinafter) for the Premises as end of the commencement current term of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenantthis Lease, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlordany extension thereof. If Tenant fails to timely deliver to Landlord notice of Tenant's option to extend, then Tenant shall have waived its option to renew, and properly Tenant shall have no further right to extend the term of this Lease. If Tenant exercises its Extension Optionright to extend, the term of this Lease Term shall be extended for the Extension Period upon applicable five (5) year periods and Tenant shall continue to lease the Premises on all of the terms and conditions set forth in the of this Lease, as amended, except that that: (a) the Base Rent for payable by Tenant during the Extension Period renewal term(s) shall be the greater of (i) the Fair Market Rental Rate, as provided defined in Section 51.1(aArticle 22 hereof; or (ii) the Base Rent in effect at the expiration of the original term of this Lease, or any extension thereof, whichever is applicable; and (b) after the renewal terms, Tenant shall have no further renewal options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in under this Lease. In Notwithstanding the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shallforegoing, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default (as hereinafter defined) by Tenant remains uncured occurs at any time from the time date Tenant gives Landlord notice of delivery its option to extend up to and including the first day of a renewal term, Landlord shall have the Exercise Noticeoption of terminating the Lease on the Expiration Date provided in the BASIC LEASE INFORMATION. In such case, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant not be entitled to an express right in this Leaseexercise its extension option.

Appears in 1 contract

Sources: Lease Agreement (Radyne Corp)

Extension Option. Subject to the provisions hereinafter set forth, Landlord hereby grants to Tenant shall have the an option to extend the Term of this Lease (on the “Extension Option”) same terms, conditions and provisions as contained in this Lease, except as otherwise provided herein, for one additional term period of five (5) years (the "Extension Period") after the expiration of the initial Term (i.e., being the first day of the twelfth (12th) Lease Year hereunder), upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such which Extension Period shall commence on the day immediately following the Expiration Date described in Section 1.I. above (the “Option Rent”"Extension Period Commencement Date") and end on the last day of the sixteenth (16th) Lease Year hereunder. A. Said option shall be an amount equal exercisable by written notice from Tenant to the Fair Market Rental Value (as defined hereinafter) for the Premises as Landlord of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes 's election to exercise the Extension Option, Tenant must, on or before said option given not later than the date occurring which is twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) prior to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all Commencement Date, time being of the terms essence. If Tenant's option is not so exercised, said option shall thereupon expire. B. Tenant may only exercise said option, and conditions set forth in an exercise thereof shall only be effective, if at the Lease, as amended, except that the Base Rent for time of Tenant's exercise of said option and on the Extension Period Commencement Date this Lease is in full force and effect and Tenant is not in Default under this Lease, and (inasmuch as said option is intended only for the benefit of the original Tenant named in this Lease or a permitted Tenant Affiliate assignee under Section 17) not less than fifty percent (50%) of the Rentable Square Feet of Premises are occupied by the original Tenant named herein or a permitted Tenant Affiliate under Section 17, and said Tenant or Tenant Affiliate has not assigned this Lease (other than to a permitted Tenant Affiliate under Section 17) or sublet greater than fifty percent (50%) of the Rentable Square Feet of the Premises (other than to a permitted Tenant Affiliate under Section 17). Without limitation of the foregoing, no sublessee or assignee (other than an assignee which is a permitted Tenant Affiliate under Section 17) shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not entitled to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in said option under this LeaseSection 31. In the event of an assignment to a permitted Tenant Affiliate as of the time of Tenant's exercise of its extension rights under this Section 31 or as of the pertinent Extension Period Commencement Date, then, at Landlord's election, any assignment exercise of the option under this Section 31 and any amendment to this Lease contemplated by Section 31.E. below must be signed by both the original named Tenant (unless such entity no longer exists as a separate legal entity as a result of the transaction giving rise to such assignment to the Tenant Affiliate, such as in the case of a merger or subletting consolidation) and each such successor Tenant Affiliate assignee in order to be effective (with it being understood and agreed, for the avoidance of doubt, that if the entity constituting the "Tenant" hereunder does not change as a result of any such permitted Tenant Affiliate assignment transaction, such as in the case of a sale or transfer of all or substantially all of the Premises for a period ending direct or indirect ownership interests in Tenant, then only such Tenant entity will be so required to exercise such extension option under this Section 31 or to otherwise execute any such amendment to this Lease). Notwithstanding anything herein to the last one hundred eighty (180) days contrary, Landlord shall have the right, at its election, to waive any of the Term thereof (other than conditions precedent to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s 's valid exercise of the Extension Option shallits extension rights under this Section 31, if as such conditions are described above in this Section 31.B., whereupon Tenant's prior exercise of such extension rights shall be valid and in full force and effect in all respects. Any such waiver by Landlord so elects must be in its absolute discretion, writing in order to be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery effective for purposes of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Leasepreceding sentence.

Appears in 1 contract

Sources: Office Lease (Vivid Seats Inc.)

Extension Option. Tenant shall have the one option to extend this Lease (the “Extension Option”) to extend the Term for one additional five-(5)-year extension term of five (5) years (the “Extension PeriodTerm”). Any extension of the Term shall be applicable to the entire 26th Floor Premises(the “Extension Premises”). If Tenant fails timely to exercise the Extension Option, upon Tenant shall have no further extension rights hereunder. Annual Fixed Rent for any Extension Term shall be paid in accordance with the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base of Section 2.5 at an Annual Fixed Rent per annum for such Extension Period (the “Option Rent”) shall be an amount Rate equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement Extension Rent Rate set forth in Section 2.5.1. Tenant’s lease of the Extension Option Premises during any Extension Term shall be on all of the terms and conditions of this Lease in effect immediately prior to the extension (except that Tenant shall have no further option to extend the Term after the end of the Extension Term). The procedures for such Tenant to exercise the Extension Period. (b) The Option, and for the applicable Extension Option must Rent Rate applicable to the Extension Term to be exercised by Tenantdetermined, if at all, only at the time and in the manner provided in this Section 51.1(b).are as follows: (i) If Tenant wishes to exercise consider exercising the Extension Option, Tenant mustshall so notify Landlord no more than eighteen (18) months, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is and no less than fifteen (15) months before months, prior to the expiration of date the initial Lease Term), exercise the Extension Option Term is then scheduled to expire. Failure by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term to send a notice under this Paragraph (i) shall be extended for the Extension Period upon all constitute an irrevocable waiver of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options Tenant’s right to extend the Lease Term. (ii) If Tenant fails to deliver timely delivers a timely Exercise Noticenotice under Paragraph (i) above, Landlord shall furnish Tenant shall be considered to have elected not to exercise with Landlord’s estimate of the Extension OptionRent Rate for the Extension Term no later than twelve (12) months prior to the date the Term is then scheduled to expire. (ciii) It is understood and agreed that the Extension Option hereby granted is personal to Original If Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if timely notifies Landlord so elects in its absolute discretion, be ineffective in the event that under Paragraph (i) an Event of Default by Tenant remains uncured at above, on or before the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below date one (1) full floor month after Landlord furnishes its estimate to Tenant under Paragraph (ii) above, Tenant shall either (a) waive the Extension Option, (b) exercise the Extension Option by giving Landlord notice to such effect accepting Landlord’s estimate of the Building Extension Rent Rate for the Extension Term, or (c) exercise the Extension Option but cause the matter of the Fair Market Rent Rate to be submitted to arbitration in accordance with Section 2.5.3 hereof by giving Landlord notice to such effect, which notice under clause (c) shall state Tenant’s estimate of the Fair Market Rent Rate. Failure timely to give a notice exercising the Extension Option as specified under this Paragraph (iii) shall constitute an irrevocable waiver of Tenant’s right to extend the Term. (iv) If Tenant shall exercise the Extension Option in accordance with this Section 2.4.1, the provisions of this Section shall be self-operative, but upon request by either party after determination of the Extension Rent Rate for the Extension Term, the parties shall execute an agreement with Landlord specifying the Annual Fixed Rent Rate for the Extension Term and acknowledging the extension of the Term. (v) Notwithstanding any provision of this Section to the contrary, Tenant’s option to extend the Term shall be void, at Landlord’s election, if (a) Tenant is in default hereunder, after any applicable notice and cure periods have expired, at the time Tenant elects to extend the Term or pursuant at the time the Term would expire but for such extension, or (b) any Sublease exists at either such time that results in the Tenant originally named herein (or any entity for which Landlord’s consent to an express right in this Leasea Sublease is not required under Section 5.9) occupying less than 75% of the 26th Floor Premises.

Appears in 1 contract

Sources: Office Lease (Thomas Weisel Partners Group, Inc.)

Extension Option. Provided that no defaults by Tenant shall have remain uncured hereunder at the time of exercise of the extension option to extend this Lease (the “Extension Option”) for one additional term of five (5) years (the “Extension Period”), upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of or at the commencement of the Extension Option Term, Tenant may extend the Term for such a period (the “Extension Period. Term”) of ten (b10) The Extension Option must be exercised by Tenantyears commencing on the Expiration Date and ending at 11:59 p.m. on the day immediately preceding the expiration or termination of the Ground Lease, if at all, only at as renewed and extended pursuant to Section 2.7 of the time and in the manner provided in this Section 51.1(b). (i) Ground Lease. If Tenant wishes to exercise extend the Term for the Extension OptionTerm, Tenant must, on or before the date occurring twelve shall give notice thereof to Landlord no later than one (121) months before year prior to the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant gives the extension notice in a timely manner and properly exercises its Extension Optionno default by Tenant then remains uncured under this Lease, Landlord shall give notice to A&M System exercising Landlord’s renewal option pursuant to Section 2.7 of the Ground Lease. Notwithstanding anything to the contrary contained herein, if for any reason Landlord is not entitled to renew and extend the term of the Ground Lease (other than as a result of Landlord’s default in the payment of “Base Rent” under the Ground Lease which remains uncured either by Landlord or by Tenant as permitted herein), Tenant is not entitled to renew and extend the Term shall be extended for the Extension Period upon all of this Lease. All the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment provisions of this Lease or subletting of all of applicable during the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee)initial Term, including, without limitation, the Extension Option provisions for calculation of Base Rent and Percentage Rent, shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of apply during the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this LeaseTerm.

Appears in 1 contract

Sources: Sublease Agreement (iBio, Inc.)

Extension Option. (a) Provided that this Lease is then in full force and effect and further provided that Tenant is not then in default, beyond the expiration of any applicable grace periods, under any of the terms, covenants or conditions of the Lease on Tenant's part to be observed or performed, Tenant shall have the one option to extend this Lease and the Lease Term for an extended term (the "Extension Option”Term") for one additional term of five (5) years (commencing on the “Extension Period”)date next following the last day of the original Lease Term and ending, upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal unless sooner terminated pursuant to the Fair Market Rental Value terms, covenants or conditions of the Lease or pursuant to law, on the day immediately preceding the fifth (as defined hereinafter5th) for the Premises as anniversary of the commencement date of the Extension Option for such Extension Period. Term. Said option to be exercisable only by written notice given by Tenant to Landlord at least nine (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (129) months before prior to the expiration last day of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial original Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely exercises such option in accordance with the provisions and properly exercises its Extension Optionlimitations of this Paragraph 33, this Lease and the Lease Term shall be extended for the Extension Period such term upon all of the terms then applicable terms, covenants and conditions set forth contained in the this Lease, as amended, except that the Base Rent for the entire Extension Period Term shall be at an annual rate determined as provided set forth below, it being understood that such Base Rent shall be payable in Section 51.1(a) and Tenant shall have no further options to extend equal monthly installments, in advance, just as in the case of the original Lease Term. . The Base Rent for the Extension Term shall be at the greater of (i) the Base Rent in effect at the end of the original Lease Term or (ii) ninety-five percent (95%) of the Market Rent, to be determined as follows: Landlord shall provide Tenant with Landlord's written designation of what it believes to be the fair market rental value of the Premises for the Extension Term taking into consideration other similar industrial buildings in the Building's competitive submarket as defined by local commercial real estate brokerage firms, and considering all applicable economic terms and concessions (hereinafter, the "Market Rent"), such written designation to be sent to Tenant within thirty (30) days after receipt by Landlord of notice of Tenant's exercise of its option with respect to the Extension Term. If Tenant disagrees with Landlord's designation of the Market Rent and if the parties are otherwise unable to agree within twenty (20) days after receipt of Landlord's designation, then Tenant may initiate the following arbitration process to determine the Market Rent by sending written notice thereof to the Landlord within fourteen (14) days after the expiration of such twenty (20) day period. If Tenant fails to deliver a timely Exercise Noticeinitiate this arbitration process as aforesaid, Tenant time being of the essence, then Landlord's designation of Market Rent (as set forth in Landlord's notice) shall be considered conclusive. In order to have elected be effective, Tenant's notice to Landlord initiating the arbitration process shall specify the name and address of the person designated to act as an arbitrator on its behalf. Within fourteen (14) days after the designation of Tenant's arbitrator, Landlord shall give notice to Tenant specifying the name and address of the person designated to act as an arbitrator on its behalf. If Landlord fails to notify Tenant of the appointment of its arbitrator within the time above specified, then the appointment of the second arbitrator shall be made in the same manner as hereinafter provided for the appointment of a third arbitrator in a case where two arbitrators are appointed hereunder and the parties are unable to agree upon such appointment. The two arbitrators so chosen shall meet within ten (10) days after the second arbitrator is appointed, and if, within fifteen (15) days after the second arbitrator is appointed, the two arbitrators shall not agree upon a determination, they shall together appoint a third arbitrator. In the event of their being unable to exercise agree upon such appointment within fifteen (15) days after the Extension Optionappointment of the second arbitrator, the third arbitrator shall be selected by the parties themselves if they can agree thereon within a further period of fifteen (15) days. If the parties do not so agree, then either party, on behalf of both and on notice to the other, may request such appointment by the American Arbitration Association (or any organization successor thereto) in accordance with its rules then prevailing. (b) Each party shall pay the fees and expenses of the one of the two original arbitrators appointed by or for such party, and the fees and expenses of the third arbitrator and all other expenses (not including the attorneys fees, witness fees and similar expenses of the parties which shall be borne separately by each of the parties) of the arbitration shall be borne by the parties equally. (c) It If a third arbitrator is understood chosen as provided above, then such three arbitrators shall collectively determine the Market Rent and agreed that the Extension Option hereby granted is personal render a written certified report of their determination to Original both Landlord and Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all within fifteen (15) days after appointment of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than third arbitrator if such third arbitrator is appointed pursuant to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and voidthis Paragraph 33. (d) Each of the arbitrators selected as herein provided shall have at least ten (10) years experience in the leasing and renting of industrial space in industrial buildings in Worcester County, Massachusetts. In addition, the third arbitrator (if any) shall be an independent party not affiliated in any way with either Landlord or Tenant’s . (e) Each of the three arbitrators shall indicate his view of the Market Rent. The number furthest from the middle number shall be disregarded and the remaining two numbers shall be averaged. The resulting average shall be deemed to be the Market Rent for purposes of this paragraph. Tenant may cancel its exercise of this option to extend the term of this Lease, if Tenant is dissatisfied with the determination of Market Rent through the foregoing arbitration process. In order to cancel its exercise of this option as aforesaid, Tenant must send written notice to Landlord within seven (7) days after the determination by the arbitrators of Market Rent, and in such notice Tenant must state that it is so canceling its exercise of this extension option. (f) Time is of the essence with respect to the exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in option contained herein. Tenant shall not have the event that (i) an Event of Default by Tenant remains uncured at right to give any notice exercising such option after the time of delivery expiration of the Exercise Noticeapplicable time limitation set forth herein, and any notice given after such time limitation purporting to exercise such option shall be void and of no force or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Leaseeffect.

Appears in 1 contract

Sources: Lease Agreement (Haights Cross Communications Inc)

Extension Option. (a) Subject to the terms of this Section, Landlord hereby grants to Tenant shall have the one (1) option to extend this Lease (the “Extension Option”) to extend the Term of this Lease with respect to the entire Premises for one additional term of five three (53) years (the Extension PeriodOption Term”), upon on the terms same terms, covenants and conditions hereinafter set forth: (a) If as provided for in this Lease during the Extension Option is exercisedinitial Term, then the except that Monthly Base Rent per annum for such Extension Period shall be established based upon ninety-five percent (95%) of the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) fair market rental rate” for the Premises for the Option Term as defined and determined in accordance with the provisions of the commencement of the this Section below. The Extension Option for such Extension Periodmay be exercised by Tenant or any Transferee of Tenant. (b) The Extension Option must be exercised by Tenantexercised, if at all, only at the time and in the manner provided in this Section 51.1(b). by written notice (i“Extension Notice”) If delivered by Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve Landlord no later than one hundred eighty (12180) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before days prior to the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It The term “fair market rental rate” as used in this Section 29 shall mean the annual amount per rentable square foot, which as of the date of determination is understood projected for and agreed that throughout the Extension Option hereby granted is personal Term to Original Tenant and is not transferable except be acceptable to a Permitted Transferee willing, non-equity, non-renewal tenant of credit worthiness comparable to Tenant, and a willing landlord of a comparable building of similar physical characteristics within Santa ▇▇▇▇▇ county, California (the “Comparison Market”), in connection with an assignment of Tenantarm’s entire interest length transaction, leasing premises comparable in this Lease. In quality as the event of any assignment of this Lease or subletting of all Premises, taking into account the age and layout of the Premises for a period ending existing improvements in the last one hundred eighty (180) days Premises and comparison leases and other items that professional real estate brokers customarily consider, including, but not limited to, rental rates, availability, tenant size and creditworthiness, tenant improvement allowances, abatements, free rent, concessions and other additional rent charges and allowance, and any other lease considerations, if any, then being charged or granted by Landlord or the lessors of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and voidsuch similar office premises. (d) TenantLandlord shall provide written notice of Landlord’s exercise determination of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in fair market rental rate (“Landlord’s Estimate”) within thirty (30) days following the event that (i) an Event of Default exercise by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) applicable Extension Option. Tenant shall have reduced thirty (30) days (“Tenant’s Review Period”) after receipt of Landlord’s notice of Landlord’s Estimate within which to accept such amount or to object thereto in writing. Failure of Tenant to accept or object to Landlord’s Estimate in writing within Tenant’s Review Period conclusively shall be deemed Tenant’s objection to Landlord’s Estimate. If Tenant objects to or is deemed to have objected to the size Landlord’s Estimate, Landlord and Tenant will meet to present and discuss their individual determinations of the fair market rental rate for the Premises below one under the parameters set forth in Section 29(c) above and shall diligently and in good faith attempt to negotiate a rental rate on the basis of such individual determinations. Such meeting shall occur no later than ten (110) full floor business days after Tenant objects to, or is deemed to have objected to, Landlord’s Estimate. The Parties shall each provide the other with such supporting information and documentation as they deem appropriate. At such meeting if Landlord and Tenant are unable to agree upon the fair market rental rate, they shall each submit to the other their respective best and final offer (“Final Offer”) as to the fair market rental rate. Tenant shall have the right to withdraw the Extension Notice at any time on or prior to the fifth (5th) business day following such a meeting (the “Outside Agreement Date”) without liability. If Landlord and Tenant fail to reach agreement on such fair market rental rate and Tenant does not withdraw the Extension Notice on or prior to the Outside Agreement Date, the extension of this Lease shall be binding and each party’s determination shall be submitted to arbitration, subject to the provision so of this Section. For ten (10) business days after the Outside Agreement Date, Landlord and Tenant shall use good faith, commercially reasonable efforts to select a mutually acceptable independent MAI appraiser or broker (“Appraiser”) who has been active over the five-year period ending on the date of such appointment in appraising buildings (or in the case of a broker, commercial leasing) in the Comparison Market with comparable physical characteristics to the Premises and which has not been engaged by Landlord, Tenant or any parent, subsidiary or affiliate thereof within the last three (3) years. If Landlord and Tenant are not able to agree upon a mutually acceptable Appraiser pursuant to the preceding sentence, then either Landlord or Tenant may petition the local office of JAMS to appoint an Appraiser satisfying the requirements of the Building by agreement with Landlord or previous sentence. The method of arbitration shall be that known as the “baseball” type of arbitration: Each party shall submit to the Appraiser its Final Offer made pursuant to an express right this Section 29(d) in this Leaseadvance of the hearing. The Appraiser shall be limited to awarding only one or the other of the two figures submitted. Landlord and Tenant shall use commercially reasonable efforts to cause the Monthly Base Rent for the Option Term to be determined at least thirty (30) days prior to the start of the Option Term. The Appraiser’s determination of the fair market rental rate shall be binding on the parties.

Appears in 1 contract

Sources: Lease (Ddi Corp)

Extension Option. Subject to the rights of KPMG LLP that exist as of the date of this Lease and provided no Default of Tenant shall have has occurred hereunder and the option original named Tenant is occupying the entirety of the Premises then demised hereunder both on the date such notice is given and on the commencement date of the Extension Term, Tenant may elect to extend this the Lease Term for one (1) five-year period (the “Extension OptionTerm) for one additional term ), by giving Landlord notice of five (5) years such election (the “Extension Period”), upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option RentNotice”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring not less than twelve (12) months before the expiration of the initial Lease Term. Such extension shall be upon all of the same terms, covenants, and conditions contained in this Lease, except that (a) Tenant shall have no further right to extend the Lease Term, (b) the Base Rent for the Extension Term shall be at a rate equal to the fair market rent for the Premises as of the commencement date of the Extension Term, and (but not before c) Landlord shall have no obligation to make or pay for any improvements to the Premises or to pay any allowances or inducements of any kind. Fair market rent for the Premises shall be computed as of the commencement of the Extension Term and shall be at the then current annual rental charges, including provisions for subsequent increases and other adjustments, for extensions of existing leases then currently being negotiated or executed in comparable space and buildings located in downtown Boston. In determining fair market rent, the following factors, among others, shall be taken into account and given effect: size of the premises, condition of the premises, location and age of the Building, escalation charges, location of the premises, location and age of the Building, tenant improvements, concessions or inducements such as tenant improvement allowances, and lease term. If Landlord and Tenant are unable to agree on the amount of such fair market rent by the date that is fifteen the later of thirty (1530) days after the date of delivery of the Extension Notice or eleven (11) months before the expiration of the initial Lease Term), exercise then the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term fair market rent shall be extended for established by appraisal in the Extension Period upon all following manner. Within ten (10) days after the later of the terms and conditions set forth two dates described in the Leasepreceding sentence, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) Landlord and Tenant shall have no further options to extend each appoint one (1) qualified appraiser (as hereinafter defined) and the Lease Term. two (ii2) If Tenant fails to deliver a timely Exercise Notice, Tenant appraisers so appointed shall be considered to have elected not to exercise determine the Extension Option. fair market rent within seventy-five (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (18075) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time date of delivery of the Exercise Extension Notice. As used herein, the term “qualified appraiser” shall mean any independent unaffiliated person (a) who is employed by an appraisal firm of recognized competence in the greater Boston area and (b) who has not less than ten (10) years experience in appraising and valuing properties of the general location, type and character as the Premises. If either Landlord or Tenant fails to appoint an appraiser within such ten (ii10) day period, then the other party shall have the power to appoint the appraiser for the defaulting party. If the appraisers are unable to agree on the fair market rent within such seventy-five (75) day period, then they jointly shall appoint a third qualified appraiser within ten (10) days of the expiration of such seventy-five (75) day period, and within thirty (30) days thereafter all three appraisers shall meet and determine the fair market rent. If all three appraisers are unable unanimously to agree upon the fair market rent, then the first two appraisers simultaneously shall deliver their final fair market rent numbers to the third appraiser, and the third appraiser shall select one or the other number as the fair market rent numbers to the third appraiser, and the fair market rent so determined shall be conclusive and binding upon the Landlord and Tenant. Each party shall bear the cost of its appraiser, and the cost of the third appraiser shall be borne equally between the parties. Until such time as the fair market rent is so determined, from and after the commencement date of the Extension Term, Tenant shall have reduced pay Base Rent at Landlord’s appraiser’s initial designation of fair market rent, with an appropriate adjustment once the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Leasefair market rent has been determined.

Appears in 1 contract

Sources: Lease (Management Network Group Inc)

Extension Option. Tenant (a) Provided Lessee is not in Breach or Default under this Lease, and no event or circumstance has occurred which, with the giving of notice or the passage of time, or both, would constitute a Default or Breach under this Lease, Lessee shall have the one (1) option to extend the term of this Lease (the "Extension Option") for one additional term of a five (5) years year period (the "Extension Period”Term"), upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must Term shall commence when the Original Term expires. The Extension Term shall be exercised by Tenanton all of the same terms and conditions as applicable to the Original Term, except for the Base Rent, which shall be determined as provided hereinbelow. (c) Lessee shall exercise the Extension Option, if at all, only at by delivering to Lessor written notice of Lessee's election to exercise such Extension Option not less than six (6) months prior to expiration of the time and in the manner provided in this Section 51.1(b)Original Term. (d) Effective as of commencement of the Extension Term (the "FMRR Adjustment Date"), the Base Rent then payable under the Lease shall be adjusted to an amount equal to the greater of (i) If Tenant wishes the Fair Market Rental Rate of the Premises ("FMRR") determined as provided hereinbelow; or (ii) one hundred four percent (104%) of the Base Rent payable immediately prior to exercise the Extension OptionTerm. For purposes of this Lease, Tenant mustFMRR shall mean the annual current rent per rentable square foot that a willing lessee would pay and a willing lessor would accept, on or before dealing at arm's length, for comparable space as the date occurring twelve (12) months before Premises, giving consideration to annual rental rates per rentable square foot, improvements, escalations, the expiration quality of construction of the initial Lease Term (but not before building and the date that is fifteen (15) months before the expiration Premises and other generally applicable terms and consideration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended tenancy for the Extension Period upon all of space in question at or about the terms time that such FMRR is deemed to take effect. (e) The FMRR and conditions set forth in the Lease, as amended, except that the new Base Rent for the Extension Period Term shall be determined as provided in Section 51.1(afollows: (i) Lessor and Tenant Lessee shall have no further options attempt to extend agree upon the Lease FMRR for the Extension Term within thirty (30) days after Lessee has exercised its Extension Option for the Extension Term. (ii) If Tenant fails Lessor and Lessee are unable to deliver agree on the FMRR within such thirty (30) day period, then Lessor and Lessee shall, within ten (10) days thereafter, attempt to agree upon a timely Exercise Notice, Tenant shall be considered mutually acceptable Appraiser (as defined hereinbelow) to have elected not to exercise establish the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest new FMRR. As used in this Lease, the term "Appraiser" shall mean a real estate broker with at least five (5) years' full-time experience in industrial building leasing in the geographic area in which the Premises are located. In If Lessor and Lessee agree on an Appraiser, they shall appoint such Appraiser within ten (10) days thereafter, and such sole Appraiser shall, within thirty (30) days thereafter, determine the event of any assignment of FMRR in accordance with this Lease or subletting of all Lease. The cost of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option sole Appraiser shall automatically terminate be borne equally by Lessor and shall thereafter be null and voidLessee. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 1 contract

Sources: Lease Agreement (Litronic Inc)

Extension Option. Subject to Subsections B and C below, Tenant shall have may at its option extend the option to extend Term of this Lease (for the “Extension Option”) entire Premises for one additional term period of five (5) years (the “Extension Period”), "Renewal Term") upon the same terms contained in this Lease, excluding the provisions of Section 32 and conditions hereinafter set forth: (a) If Appendix C of this Lease and except for the Extension Option is exercised, then the amount of Base Rent per annum for such Extension Period (payable during the “Option Rent”) Renewal Term. Tenant shall have no additional extension option. A. The Base Rent during the Renewal Term shall be an amount equal the then prevailing market rate for a comparable term commencing on the first day of the Renewal Term for tenants of comparable size and creditworthiness for comparable space in the Building and other first class office buildings in the South Orange County area as reasonably determined by Landlord, including, without limitation, the then prevailing market rate as reasonably determined by Landlord for the parking stalls allocated to Tenant under the terms of this Lease. B. To exercise its option, Tenant must deliver a binding (except as provided in Section 31(C)(ii) below) notice to Landlord not less than nine (9) months prior to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the proposed commencement of the Extension Option applicable Renewal Term. Thereafter, the Market Rate for such Extension Periodthe Renewal Term shall be calculated pursuant to Subsection C below and Landlord shall inform Tenant of the Market Rate. Such calculations shall be final and shall not be recalculated at the actual commencement of the Renewal Term. If Tenant fails to timely give its notice of exercise, Tenant will be deemed to have waived its option to extend. (b) The Extension Option must C. Market Rate shall be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b).determined as follows: (i) If Tenant wishes provides Landlord with its binding notice of exercise pursuant to exercise Subsection B above, then at some point between ten (10) and eight (8) months prior to the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration commencement of the initial Lease applicable Renewal Term (but not before the date that is fifteen (15) months before the expiration or, at Landlord's election, at an earlier point), Landlord shall calculate and inform Tenant of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to LandlordMarket Rate. If Tenant timely rejects the Market Rate as calculated by Landlord, Tenant shall inform Landlord of its rejection within ten (10) days after Tenant's receipt of Landlord's calculation, and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) Landlord and Tenant shall commence negotiations to agree upon the Market Rate. If Tenant fails to timely reject Landlord's calculation of the Market Rate it will be deemed to have no further options accepted such calculation. If Landlord and Tenant are unable to extend reach agreement within twenty-one (21) days after Landlord's receipt of Tenant's notice of rejection, then the Lease TermMarket Rate shall be determined in accordance with (ii) below. (ii) If Landlord and Tenant are unable to reach agreement on the Market Rate within said twenty-one (21) day period, then within seven (7) days, Landlord and Tenant shall each simultaneously submit to the other in a sealed envelope its good faith estimate of the Market Rate. If the higher of such estimates is not more than one hundred five percent (105%) of the lower, then the Market Rate shall be the average of the two. Otherwise, the dispute shall be resolved by arbitration in accordance with (iii) and (iv) below; provided that Tenant may instead, by written notice to Landlord given within seven (7) days after the exchange of estimates, rescind its exercise of the extension option, in which event this Lease shall expire at the end of the initial Term set forth in the Schedule (and if Tenant fails to deliver a timely Exercise Noticesuch written recision notice with such seven (7) day period, Tenant Tenant's notice of the extension of the Term shall be considered to have elected not to exercise binding and the Extension OptionBase Rent for the Renewal Term shall be determined by arbitration as provided below). (ciii) It is understood and agreed that Within seven (7) days after the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee exchange of estimates, the parties shall select as an arbitrator an independent MAI appraiser with at least five (5) years of experience in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending appraising office space in the last one hundred eighty metropolitan area in which the Project is located (180a "Qualified Appraiser"). If the parties cannot agree on a Qualified Appraiser, then within a second period of seven (7) days, each shall select a Qualified Appraiser and within ten (10) days of thereafter the Term thereof two appointed Qualified Appraisers shall select a third Qualified Appraiser and the third Qualified Appraiser shall be the sole arbitrator. If one party shall fail to select a Qualified Appraiser within the second seven (7) day period, then the Qualified Appraiser chosen by the other than to a Permitted Transferee), party shall be the Extension Option shall automatically terminate and shall thereafter be null and voidsole arbitrator. (div) Tenant’s exercise Within twenty-one (21) days after submission of the Extension Option shallmatter to the arbitrator, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default arbitrator shall determine the Market Rate by Tenant remains uncured at the time of delivery choosing whichever of the Exercise Noticeestimates submitted by Landlord and Tenant the arbitrator judges to be more accurate. The arbitrator shall notify Landlord and Tenant of its decision, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.which shall

Appears in 1 contract

Sources: Lease (Zland Com Inc)

Extension Option. Paragraph 8 of the Second Amendment is hereby deleted in its entirety and replaced by the following provision: Subject to Subsection B below, Tenant shall have may at its option extend the option to extend this Term of the Lease (the “Extension Option”) for one additional term (1) period of five (5) years (the “Extension PeriodRenewal Term”), . The Renewal Term shall be upon the same terms contained in the Lease excluding any provision of the Lease granting a leasehold improvement or refurbishment allowance and conditions hereinafter set forth: (a) If except for the Extension Option is exercised, then the payment of Base Rent per annum during the Renewal Term and the expense stop; and any reference in the Lease to the “Term” of the Lease shall be deemed to include the Renewal Term and apply thereto, unless it is expressly provided otherwise. Tenant shall have no additional extension options. A. The Base Rent during the Renewal Term shall be 95% of the Market Rate (defined hereinafter) for such Extension Period (space for a term commencing on the first day of the Renewal Term. Option Rent”) Market Rate” shall mean, the then prevailing market rate calculated as of the date. Tenant delivers its renewal notice for a comparable term for tenants of comparable size and creditworthiness for comparable space in the Building and other first class office buildings in the vicinity of the Building taking into consideration the Market Inducements provided to Tenant. Landlord shall provide to Tenant with respect to the Renewal Term all market inducements then being offered to tenants of comparable space in the Building and comparable buildings in the vicinity of the Building, as of the commencement of the Renewal Term, taking into consideration the length of the Renewal Term, including, without limitation, free rent, tenant improvements, expense stops, base year, moving allowances, brokerage commissions and tenant improvement allowances. Notwithstanding anything herein to the contrary, the tenant improvement allowance to which Tenant shall be entitled for the Renewal Term shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) product of $5.00 multiplied by the number of rentable square feet then contained in the Premises. The Base Year for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Renewal Term shall be extended for the Extension Period upon all of calendar year in which the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease TermRenewal Term commences. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 1 contract

Sources: Lease Agreement (Realogy Corp)

Extension Option. Tenant Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend this Lease the Maturity Date to February 9, 2009 (the First Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) for delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to February 9, 2010 (the Second Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. no Monetary Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (B) on the Initial Maturity Date and the First Extended Maturity Date, as applicable; ii. Mezzanine Borrower shall obtain and deliver to Mezzanine Lender not later than one additional (1) Business Day prior to the first day of the term of the Loan as extended one or more Extension Interest Rate Cap Agreements from an Acceptable Counterparty which Extension Interest Rate Cap Agreement(s) shall have a strike rate equal to the Maximum Pay Rate and shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the Interest Period in which the applicable extended Maturity Date occurs; iii. Mezzanine Borrower shall deliver (or shall commit to deliver within five (5) years (the “Extension Period”), upon the terms and conditions hereinafter set forth: (aBusiness Days thereafter) If a Counterparty Opinion with respect to the Extension Option is exercised, then Interest Rate Agreement and the Base Rent per annum for such Extension Period (related Acknowledgment; and iv. Mortgage Borrower and Senior Mezzanine Borrower simultaneously extend the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as term of each of the commencement of Mortgage Loan and the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the LeaseSenior Mezzanine Loan, as amendedapplicable, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Terman identical period of time. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 1 contract

Sources: Mezzanine Note (CNL Hotels & Resorts, Inc.)

Extension Option. Subject to Subsections B and C below, Tenant shall have may at its option extend the option to extend Term of this Lease (for the “Extension Option”) entire Premises for one additional term period of five (5) years (the “Extension Period”), "Renewal Term") upon the same terms contained in this Lease, excluding the provisions of Appendix C of the Lease and conditions hereinafter set forth:except for the amount of Base Rent payable during the Renewal Term. Tenant shall have no additional extension option. A. The Base Rent during the Renewal Term shall be the greater of (ai) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal applicable to the Fair Market Rental Value (as defined hereinafter) for the Premises as last day of the commencement final Lease Year prior to the applicable Renewal Term, or (ii) the then prevailing market rate for a comparable term commencing on the first day of the Extension Option Renewal Term for such Extension Periodtenants of comparable size and creditworthiness for comparable space (including the extent of tenant improvements) in the Project and other first class office buildings in the vicinity of the Project as reasonably determined by Landlord. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to B. To exercise the Extension Optionits option, Tenant must, on or before the date occurring must deliver an initial non-binding notice to Landlord not more than twelve (12) months before months, nor less than nine (9) months, prior to the expiration proposed commencement of the Renewal Term. Within ninety (90) days of Landlord's receipt of Tenant's initial Lease Term (but not before the date that is fifteen (15) months before the expiration non-binding notice, Landlord shall calculate and inform Tenant of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period Premises during the Renewal Term. Such calculation shall be as provided in Section 51.1(a) final and shall not be recalculated at the actual commencement of the Renewal Term if any. Tenant shall have no further options give Landlord final binding notice of intent to exercise its option to extend the Lease Term. within fifteen (ii15) days after receiving Landlord's calculation of Base Rent. If Tenant fails to deliver a timely Exercise Noticegive either its initial nonbinding notice or its final binding notice timely, Tenant shall will be considered deemed to have elected not waived its option to exercise the Extension Optionextend. (c) It is understood and agreed that the Extension Option hereby granted is personal C. Tenant's option to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of extend this Lease or subletting of all of is subject to the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that conditions that: (i) an Event that on the date that Tenant delivers its final binding notice exercising its option to extend, Tenant is not in default under this Lease after the expiration of Default by Tenant remains uncured at the time of delivery of the Exercise Noticeany applicable notice and cure periods, or and (ii) Tenant shall not have reduced the size assigned this Lease, or sublet any portion of the Premises below one (1) full floor under a sublease which is in effect at any time during the final 12 months of the Building by agreement with Landlord or pursuant Term. D. Tenant agrees to an express right accept the Premises at the commencement of the Renewal Term in this Leaseits then-present condition, "AS IS" and "WITH ALL FAULTS."

Appears in 1 contract

Sources: Lease Agreement (Netsolve Inc)

Extension Option. Section 43.01 Tenant shall have the option right to extend the Term of the Lease provided Tenant at the time of the exercise of such right is not then in material default of this Lease beyond the expiration of applicable notice, grace and cure periods specified herein, or has not so materially defaulted more than two times in any twelve month period during the Term (i.e. the Extension Option”) ). Tenant shall have the right to extend the Term of this Lease for one additional term (1) period of five (5) years (the “Extension Period”), upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal by notice in writing delivered to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but Landlord not before the date that is later than fifteen (15) months before prior to the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice Termination Date (the “Exercise Tenant Extension Notice”) to Landlord), time being of the essence. If Tenant timely and properly exercises its Extension OptionOnce given, the Lease Term shall be extended for Tenant Extension Notice is irrevocable, notwithstanding the subsequent procedures necessary to determine market rent. Section 43.02 Once Tenant has provided the Tenant Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Notice then Annual Base Rent for the Extension Period shall be determined in the following manner. Annual Base Rent shall be set for the Extension Period (the “Extension Rent”) at the then projected Market Rent (as defined below) (including annual escalations thereon for each year of the extended period, based on increases in the Consumer Price Index or fixed increases, as the case may be, as determined by then prevailing market forces). “Market Rent” as used herein shall be that rent charged for comparable first class office space in the downtown Financial District of Boston, taking into account all relevant prevailing market concessions then being offered for new and renewal space in that market area, at like kind properties to tenants of comparable credit and for comparably sized space, including, without limitation, adjusting the base years for Operating Expenses and Real Estate Taxes for calculating Tenant’s percentage of increases in Real Estate Taxes and Operating Expenses to the tenth (10th) Lease Year, provided in Section 51.1(a) the Market Rent take such base year into account. Landlord and Tenant shall have no further options attempt to extend reach mutual agreement on Extension Rent. If however, after good faith attempts the Lease Term. (ii) If Landlord and Tenant fails cannot agree on a figure for Extension Rent, then either party, upon written notice to deliver a timely Exercise Noticethe other, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood may request appraisal and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all arbitration of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and voidissue as provided below. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 1 contract

Sources: Lease Agreement (Carbonite Inc)

Extension Option. Subject to Subsections B and C below, Tenant shall have may at its option extend the option to extend Term of this Lease for the entire Premises for two (the “Extension Option”2) for one additional term periods of five (5) years (the “Extension Period”), "Renewal Term") upon the same terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth contained in the Lease, excluding the provisions of Appendix C of the Lease and except for the amount of Base Rent payable during the Renewal Term. Tenant shall have no additional extension option. A. The Base Rent during the Renewal Term shall be the greater of (i) the Base Rent applicable to the last day of the final Lease Year prior to the applicable Renewal Term, or (ii) the then prevailing market rate for a comparable term commencing on the first day of the Renewal Term for tenants of comparable size and creditworthiness for comparable space in the Building and other first class office buildings in the vicinity of the Building as amendedreasonably determined by Landlord. B. To exercise its option, except that Tenant must deliver an initial non-binding notice to Landlord not less than nine (9) months prior to the proposed commencement of the applicable Renewal Term. Landlord shall calculate and inform Tenant of the Base Rent for the Extension Period Premises. Such calculation shall be as provided in Section 51.1(a) final and shall not be recalculated at the actual commencement of the Renewal Term if any. Tenant shall have no further options give Landlord final binding notice of intent to exercise its option to extend the Lease Term. within fifteen (ii15) days after receiving Landlord's calculation of Base Rent. If Tenant fails to deliver a timely Exercise Noticegive either its initial non-binding notice or its final binding notice timely, Tenant shall will be considered deemed to have elected not waived its option to exercise the Extension Optionextend. (c) It is understood and agreed that the Extension Option hereby granted is personal C. Tenant's option to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of extend this Lease or subletting of all of is subject to the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that conditions that: (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Noticehas not been in default under this Lease, or and (ii) Tenant shall not have reduced the size assigned this Lease, or sublet any portion of the Premises below one (1) full floor of under a sublease which is in effect at any time during the Building by agreement with Landlord or pursuant final 12 months prior to an express right in this Leasethe applicable Renewal Term.

Appears in 1 contract

Sources: Lease Agreement (Concord Camera Corp)

Extension Option. Provided that Tenant is in compliance with all the terms and conditions of this Lease or not in default beyond any applicable cure period both at the time of Tenant's exercise of this option and at the time the Option Term is scheduled to commence, Tenant shall have the option option("Option") to extend the term of this Lease for two (the “Extension Option”2) for one additional term periods of five (5) years (the “Extension Period”), upon "Option Term") on the same terms and conditions hereinafter set forth: of this Lease as are provided for in the initial Term, except as provided below in this Section 3.2 or in Section 3.3 and without any free rent periods or Tenant Improvement allowances. The Option Term shall commence upon the date of expiration of the initial Term, or first option term, of this Lease. To exercise its Option, Tenant must give written notice to Landlord that Tenant is exercising its Option at least six (a6) If months before the Extension date of expiration of the initial Term, or first option term. If, in Landlord's reasonable discretion, Landlord determines that the creditworthiness of Tenant is materially less than the creditworthiness of Tenant as of the Lease's execution date, Landlord may nullify Tenant's exercise of its Option is exercisedby written notice to Tenant. Tenant acknowledges and agrees that notwithstanding anything to the contrary in this Lease, then the Base Rent per annum for right to exercise the Option shall not extend to any assignee or subtenant of Tenant, or to any space assigned or subleased by Tenant, and any attempt to exercise the Option by any such Extension Period (the “Option Rent”) assignee or subtenant, or by Tenant in connection with such assigned or subleased space, shall be deemed null and void. Tenant further acknowledges and agrees that the amount of the Security Deposit payable by Tenant for the Option Term shall be increased to an amount equal to the Fair Market Rental Value (as defined hereinafter) for first monthly installment of Fixed Rent payable by Tenant during the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 1 contract

Sources: Office Lease Agreement (Exodus Communications Inc)

Extension Option. Landlord hereby grants to Tenant shall have the one (1) option to extend this the Term of the Lease (the “Extension Option”) on the same terms, conditions and provisions as contained in the Lease, except as otherwise provided herein, for one additional term a period of five (5) years (the “Extension PeriodOption Term”). Except as provided in this Section 6, upon Tenant shall have no other rights to extend the terms Term. The Extension Option shall be exercised, if at all, by irrevocable and conditions hereinafter set forth: unconditional written notice to Landlord on a date that is between six (a6) and twelve (12) months prior to the date of expiration of the then Term of the Lease, time being of the essence. If Tenant fails to give such irrevocable and unconditional written notice of its exercise of the Extension Option is exercisedduring such six (6) month period, then the Extension Option shall thereupon expire of its own terms and without any further action by Landlord or Tenant. The monthly installment of Base Rent per annum for such Extension Period (to be paid during the Option Rent”) Term shall be an amount equal to the Fair Market Rental Value Rent” (as defined hereinafter) below); provided, however, in no event shall the monthly installment of Base Rent during any Option Term be less than the monthly installment of Base Rent payable during the last full month immediately prior to the Option Term. As used herein, the term “Fair Market Rent” for the Premises shall mean the total rent (taking into account known or, if not known, market-consistent additional rent obligations, and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants as of the commencement of the Extension Option Term are entering into “true leases” (specifically excluding financing, sublease and non- encumbered leases) for premises comparable in size, floor location and quality of improvements to the Premises for a comparable term, and located in office buildings that are comparable to the Building in terms of age, quality of construction, level of services and amenities, size and appearance, and located in the same submarket area, giving appropriate consideration to the annual rental rates per rentable square foot, the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, and accounting for the value of any tenant incentives and concessions provided to the comparison tenant (versus those provided to Tenant), if any, including, but not limited to: (a) rental abatement concessions or build-out periods granted to such Extension Period. tenant; (b) The Extension Option must be exercised by Tenanttenant improvements or construction allowances, if at all, only at taking into account the time and value of the existing improvements in the manner provided in this Section 51.1(b). (i) If Tenant wishes Premises, such value to exercise be based upon the Extension Optionage, Tenant must, on or before the date occurring twelve (12) months before the expiration quality and layout of the initial Lease Term improvements and the extent to which the same could be utilized by general office users as contrasted with Tenant; and (but not before c) other monetary concessions being granted such tenant in connection with such comparable space; provided, however, that in calculating the date that is fifteen (15) months before the expiration of the initial Lease Term)Fair Market Rent, exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term no consideration shall be extended for given to the Extension Period upon all fact that Landlord is or is not required to pay a real estate brokerage commission in connection with ▇▇▇▇▇▇’s exercise of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options its right to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected or the fact that landlords are or are not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee paying real estate brokerage commissions in connection with an assignment such comparable space. On or before five (5) business days after Tenant provides Landlord notice of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant▇▇▇▇▇▇’s exercise of the Extension Option shallOption, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) and Tenant shall have reduced commence negotiations to agree upon the size of Fair Market Rent applicable thereto. If Landlord and Tenant are unable to reach agreement on Fair Market Rent within ten (10) business days after the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.date negotiations commence, then Fair Market Rent shall be determined as follows:

Appears in 1 contract

Sources: Lease Agreement

Extension Option. Subject to the terms and conditions hereinafter set forth, Landlord hereby grants to Tenant shall have the option to extend this Lease the Term (the “Extension Option”) for one (1) additional term period of five (5) years (the “Extension PeriodRenewal Term”). Any reference in the Lease to the “Term” of the Lease shall be deemed to include the Renewal Term and apply thereto, upon unless it is expressly provided otherwise. Any termination of this Lease during the terms initial Term shall terminate the Option and conditions hereinafter set forth:all rights of Tenant under this Section 37. Tenant shall have no further extension options beyond the Option. (a) If Tenant has validly exercised the Extension Option is exercisedthen, then within thirty (30) days after the date Landlord receives Tenant’s final binding written exercise notice, Tenant agrees to execute an amendment to this Lease confirming that the demise of the Premises for the Renewal Term shall be upon the same terms, conditions and provisions as contained in this Lease, except that: (i) The initial Base Rent payable during the first year of the Renewal Term shall be at a rate equal to one hundred two percent (102%) of the Base Rent per annum applicable to the fifteenth (15th) Lease Year. The Base Rent rate for such Extension Period (the “Option Rent”) first year of the Renewal Term shall be subject to an amount escalation equal to the Fair Market Rental Value two percent (as defined hereinafter2%) for each subsequent year during the Renewal Term. Tenant’s obligation to pay Tax Rent and Assessments shall continue during the Renewal Term; and (ii) Tenant acknowledges and agrees that Landlord shall not be obligated to install, or contribute toward the cost of, any alterations, additions or improvements to the Premises as of any kind or nature whatsoever, it being expressly understood that any such alterations, additions or improvements required by Tenant for its continued occupancy during the commencement Renewal Term shall be performed by Tenant at its sole cost and expense in accordance with the terms of the Extension Option for such Extension Periodthis Lease; provided, however, nothing herein shall constitute Landlord’s consent to any Tenant Improvements requiring Landlord’s consent pursuant to Section 14 hereof. (b) The Extension Option must be exercised by TenantSubject to the terms of Section 7.1 hereof, if applicable, Tenant must, in order to exercise the option, deliver to Landlord a final binding written notice of its intent to exercise the Option, if at all, only at no later than the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the commencement date occurring twelve (12) months before the expiration of the initial fifteenth (15th) Lease Term (but not before the date that is fifteen (15) months before the expiration Year, time being of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlordessence. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Noticethe final binding written exercise notice to Landlord within the time period set forth in the immediately preceding sentence, Tenant or if Tenant’s final binding written exercise notice is not accompanied by any applicable QLMCI Adjustment Payment, then in either such event, the Option granted in this Section 37 shall expire and be null and void. Tenant’ final binding written exercise notice once given shall be considered to have elected not to exercise the Extension Optionirrevocable. (c) It Tenant’s right to exercise the Option pursuant to this Section 37 is understood subject to the following conditions, and agreed that Tenant may only exercise the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment exercise thereof shall only be effective, if, at the time of Tenant’s entire interest exercise and on the commencement date of the Renewal Term: (i) this Lease is in this Leasefull force and effect and; (ii) Tenant is not in Default hereunder. In Without limitation of the event foregoing, Tenant agrees that if, following Tenant’s valid exercise of the Option, Tenant shall default in the performance of any assignment of its obligations under this Lease or subletting if any event or circumstance has occurred and is continuing which would, with the passage of all time or giving of notice, constitute a Default hereunder, then at Landlord’s option exercised by giving Tenant written notice prior to the commencement date of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee)Renewal Term, the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shallshall be deemed tolled and postponed until any applicable notice of default has been given by Landlord to Tenant and any applicable period of grace or cure (not to exceed thirty (30) days for this purpose) has expired without the successful completion of such cure. In such event, if such Default has not been cured or waived then Tenant’s exercise of such Option shall be deemed ineffective, null and void, and the Option shall be deemed to have expired, and if not sooner terminated, this Lease shall expire on the Termination Date as if Tenant had not exercised the Option hereunder; provided, however, that nothing herein shall be construed so as to limit the rights and remedies available to Landlord so elects hereunder, at law or in its absolute discretion, be ineffective in the event that (i) an Event equity as a result of any Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Leasehereunder.

Appears in 1 contract

Sources: Lease Agreement (Cryolife Inc)

Extension Option. (a) Landlord hereby grants Tenant shall have the an option to extend this Lease the Term (the “Extension Option”) for one (1) additional term period of five (5) years (the Extension PeriodOption Term”), commencing immediately after the expiration of the Term. The Extension Option shall be upon the terms and conditions hereinafter contained in the Lease, except that the initial Monthly Base Rent for the Premises during the Option Term shall be equal to 95% of the “fair market rent” for the Premises as of the commencement of the Option Term (i.e., the rate that a willing, comparable, new (i.e., non- renewal), non-equity tenant would pay, and that a willing landlord of comparable office space in Richmond, California would accept at arms’ length), determined in the manner set forth: forth in subparagraph l(b) below. Notwithstanding anything to the contrary contained herein, in no event shall the Monthly Base Rent payable (aon a per square foot basis) If by Tenant during the Option Term be less than the Monthly Base Rent payable (on a per square foot basis) by Tenant at the expiration of the initial Term. The fair market rent shall not take into account any Tenant Additions paid for by Tenant without reimbursement from Landlord. Tenant’s election to exercise the Extension Option (“Tenant’s Extension Notice”) must be given to Landlord in writing not less than nine (9) months prior to the expiration of the initial Term of the Lease. Notwithstanding anything to the contrary contained herein, the Extension Option exercised by Tenant shall, at Landlord’s option, be null and void and of no further force or effect if Tenant is exercisedin Default under the Lease as of the date of Tenant’s Extension Notice. (b) If Tenant properly exercises the Extension Option, then the initial Monthly Base Rent per annum for such Extension Period (during the Option Rent”) Term shall be an amount equal to determined in the Fair Market Rental Value following manner. Landlord shall advise Tenant in writing of Landlord’s good faith, reasonable determination of the fair market rent (as defined hereinafterbased on the definition of fair market rental set forth above) for the Premises as of the commencement of the Extension Option for Term (“Landlord’s Fair Market Proposal”) no less than ninety (90) days prior to the commencement of the Option Term, provided Landlord’s notification to Tenant of Landlord’s Fair Market Proposal shall specifically state that Tenant shall have fifteen (15) days after receipt of Landlord’s Fair Market Proposal within which to approve or disapprove Landlord’s Fair Market Proposal. If Tenant does not disapprove in writing Landlord’s Fair Market Proposal within fifteen (15) days after receipt of Landlord’s Fair Market Proposal, Landlord’s Fair Market Proposal shall be deemed disapproved. In the event Tenant disapproves in writing (or is deemed to have disapproved) Landlord’s Fair Market Proposal, Landlord and Tenant shall attempt in good faith to agree upon the fair market rent within twenty (20) days of Tenant’s notice of or deemed disapproval. If after such Extension Period. twenty (b20) The Extension Option must be exercised by Tenantday period, if at allLandlord and Tenant have not agreed in writing as to the fair market rent, only at the time and parties shall determine the fair market rent in accordance with the manner provided in this Section 51.1(b)procedure set forth below. (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve Within five (125) months before days after the expiration of such twenty (20) day period, Tenant shall notify Landlord of the initial Lease name and address of the broker appointed to represent Tenant (“Tenant’s Broker”). Tenant’s Broker shall be licensed in the State of California, engaged in the brokerage business in the San Francisco-East Bay commercial real estate market for at least the immediately preceding five (5) years, and familiar with the office and laboratory market in the cities of Richmond, Berkeley and Emeryville, California. Within ten (10) days of the appointment of Tenant’s Broker’s, Tenant shall advise Landlord in writing of Tenant’s Broker’s good faith, reasonable determination of the fair market rent for the Premises as of the commencement of the Option Term (but not before “Tenant’s Broker’s Fair Market Proposal”). Landlord shall have ten (10) days after receipt of Tenant’s Broker’s Fair Market Proposal within which to approve or disapprove Tenant’s Broker’s Fair Market Proposal. In the date that is fifteen (15) months before the expiration of the initial Lease Term)event Landlord disapproves in writing Tenant’s Broker’s Fair Market Proposal, exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) Landlord and Tenant shall attempt in good faith to agree upon the fair market rent within ten (10) days of Landlord’s notice of disapproval. If after such ten (10) day period, Landlord and Tenant have no further options not agreed in writing as to extend the Lease Termfair market rent, the parties shall determine the fair market rent in accordance with the procedure set forth below. (ii) If Landlord and Tenant fails are unable to agree upon the fair market rent within such ten (10) day period, Landlord and Tenant shall, within five (5) days thereafter, appoint a second broker meeting the qualifications set forth above with the added qualification that such second broker shall not have previously acted for either Landlord or Tenant. Within five (5) days following the appointment of the second broker, the second broker shall deliver a timely Exercise Noticehis or her written determination of the fair market rent to Landlord and Tenant. If the second broker’s determination of fair market rent falls between Landlord’s Fair Market Proposal and Tenant’s Broker’s Fair Market Proposal, the second broker’s determination shall be deemed to be the fair market rent for purposes of determining the initial Monthly Base Rent for the Premises for the Option Term. If the second broker’s determination falls outside of Landlord’s Fair Market Proposal and Tenant’s Broker’s Fair Market Proposal, whichever of Landlord’s Fair Market Proposal and Tenant’s Broker’s Fair Market Proposal most closely reflects the fair market rent as determined by the second broker shall be deemed to be the fair market rent for purposes of determining the initial Monthly Base Rent for the Premises for the Option Term, and such determination shall be binding on both Landlord and Tenant. Tenant shall pay all costs, commissions and fees of Tenant’s Broker in connection with such determination of the fair market rent. The costs and fees of the second broker shall be considered to have elected not to exercise the Extension Optionpaid one-half by Landlord and one-half by Tenant. (c) It is understood and agreed that If the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all amount of the Premises for a period ending fair market rent has not been determined in accordance with this Section 1 as of the last one hundred eighty commencement of the Option Term, then Tenant shall continue to pay the Monthly Base Rent in effect at the expiration of the Term, until the amount of the fair market rent is determined. When such determination is made, Tenant shall pay any deficiency to Landlord within twenty (18020) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and voidafter such determination. (d) Tenant’s exercise The Monthly Base Rent payable hereunder during each Option Term shall be increased by three percent (3%) on each anniversary of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery commencement date of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this LeaseOption Term.

Appears in 1 contract

Sources: Lease Agreement (Transcept Pharmaceuticals Inc)

Extension Option. Landlord and Tenant agree that, (i) so long as there then exists no default either at the time of exercise or at the first day of the Extension Term (as hereinafter defined), (ii) this Lease is in full force and effect, and (iii) Tenant is in occupancy of the entire Premises, Tenant shall have the right and option to extend this Lease the initial Term hereof for one additional five (5) year periods (the “Extension OptionTerm”) for one additional term of five upon written notice to Landlord given not less than nine (59) years (the “Extension Period”), upon the terms months prior and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring not more than twelve (12) months before prior to the expiration of the initial Lease Term (but not before the date applicable Expiration Date. The parties agree that is fifteen (15) months before the expiration of if Tenant fails to exercise its option to extend the initial Lease Term), exercise term strictly within the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions time period set forth in this Section, then Tenant’s right to extend the Lease, as amended, except that the Base Rent for the Extension Period initial Term shall be as provided in Section 51.1(a) automatically lapse and Tenant shall have no further options right to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of that Tenant shall exercise the option granted hereunder, the Extension Term shall be upon the same terms and conditions as are in effect under this Lease immediately preceding the commencement of such option period except that the Annual Base Rent due from the Tenant for the applicable Extension Term shall be increased to 100% of the Fair Market Rent as provided hereinbelow. Tenant shall have no further rights or subletting options whatsoever to extend the term beyond the expiration of all such Extension Term. The initial and the Extension Term are hereinafter sometimes collectively referred to as the “term” or “Term.” If Tenant exercises the right to extend the Term as herein provided, then no later than 180 days prior to the first day of the Extension Term, Landlord shall notify Tenant in writing of Landlord’s determination of Fair Market Rent for the Premises for a period ending the Extension Term (“Landlord’s Rental Notice”). If Tenant does not object to Landlord’s determination of such Fair Market Rent by written notice to Landlord within ten (10) days after the date of Landlord’s Rental Notice, then Tenant shall be deemed to have accepted the Fair Market Rent set forth in Landlord’s Rental Notice. If Tenant does timely object to Landlord’s Rental Notice, and the parties cannot agree upon the Fair Market Rent within thirty (30) days after Landlord receives Tenant’s notice of objection, then the market rate shall be submitted to arbitration as follows: “Fair Market Rent” shall be determined by impartial arbitrators (who shall be qualified real estate appraisers or brokers with at least ten (10) years of experience dealing with like types of properties in the last Cypress, California area), one hundred eighty to be chosen by the Landlord, one to be chosen by Tenant, and a third to be selected, if necessary, as below provided, and shall reflect the current fair market rent for buildings of comparable size, quality age and location in the Cypress, California area and the value of all concessions then being offered in the market for comparable space (180“Fair Market Rent”). The unanimous written decision of the two first chosen (without selection and participation of a third arbitrator), or otherwise the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) days following the call for arbitration and, unless such two arbitrators shall have reached an unanimous decision within thirty (30) days after their designation, they shall so notify the then President of the Term thereof American Arbitration Association and request him to select an impartial third arbitrator to determine the Fair Market Rent as herein defined. Such third arbitrator and the first two chosen shall render their decision within thirty (other than 30) days following the date of appointment of the third arbitrator and shall notify Landlord and Tenant thereof, which decision shall be final and binding on the parties. Landlord and Tenant shall each pay the expenses of its own arbitrator and shall share the payment of expenses of the third arbitrator equally, regardless of the outcome of arbitration. If the dispute between the parties as to a Permitted Transferee), market rate has not been resolved before the Extension Option shall automatically terminate and shall thereafter be null and void. (d) commencement of Tenant’s exercise of obligation to pay Annual Base Rent based upon such market rate, Tenant shall pay Annual Base Rent under the Extension Option shall, if Lease based upon the fair market rate designated by Landlord so elects in its absolute discretion, be ineffective in the event that until either (i) an Event of Default by Tenant remains uncured at the time of delivery agreement of the Exercise Noticeparties as to the market rate, or (ii) decision of the arbitrators, as the case may be, at which time Tenant shall have reduced promptly pay any underpayment of Annual Base Rent to Landlord, or Landlord shall credit the size overpayment of Annual Base Rent against the Premises below one (1) full floor next installment of the Building by agreement with rental or other charges due to Landlord or pursuant to an express right in this Leasehereunder.

Appears in 1 contract

Sources: Lease Agreement (Integrated Alarm Services Group Inc)

Extension Option. Provided that Tenant is not in default under any of the terms and conditions of the Lease (as amended hereby), Tenant shall have the option right to extend this the term of the Lease (the “Extension Option”) for one additional term period of five sixty (560) years months (the "Extension Period”), upon Option") from and after the terms and conditions hereinafter set forth: Expiration Date (athe "Extension Termination Date") If by written notice to Landlord given at least nine (9) months prior to the Expiration Date. In the event the Extension Option is timely exercised, then the Base Rent per annum for such Extension Period (term of the “Option Rent”) Lease shall be an amount extended on the same terms and conditions, except that the base rent during the Extension Option term shall be equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as fair market rental value of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenantleased premises, if at all, only at the time and in the manner as determined below. Except as provided in this Section 51.1(b). (i) If 8, Tenant wishes has no other options to exercise extend or renew the term of the Lease. Landlord and Tenant shall endeavor in good faith to reach agreement on the then current fair market rental value of the leased premises. In no event shall the base rent for the Extension Option, Option term be less than the base rent for the last year of the Extended Term. If Landlord and Tenant must, are unable to agree on the fair market rental value of the leased premises on or before the date occurring twelve that is one hundred twenty (12120) months before days prior to the expiration Expiration Date, the same shall be determined by arbitration conducted in accordance with the rules and regulations of the initial Lease Term American Arbitration Association (but "AAA"). The parties shall attempt to agree on a single arbitrator (a "Referee"). The Referee must be a real estate broker licensed by the jurisdiction where the leased premises is located with at least ten (10) years of leasing experience in the locality where the leased premises is located. If the parties cannot before agree on the date that is appointment of the Referee either party may request the AAA to appoint a Referee meeting the foregoing requirements. If the AAA shall fail to appoint such a Referee within ten (10) days of such request, either party may apply to a court of competent jurisdiction for the appointment of a Referee. Within fifteen (15) months before days after the expiration selection of the initial Referee, the parties shall submit to the Referee their respective estimates of the fair market rental value of the leased premises. Within thirty (30) days following the selection of the Referee, the Referee shall, without adding to, subtracting from or otherwise modifying the Lease Term)(as amended hereby) or such estimates, exercise select one of the estimates to be the fair market rental value. The Referee's decision shall be final. If the base rent for the Extension Option by delivering written notice (term is not determined prior to the “Exercise Notice”) commencement of such Extension Option term, Tenant shall continue to Landlord. If Tenant timely and properly exercises its Extension Option, pay the base rent for the term as currently in effect pursuant to the Lease Term shall be extended (as amended hereby). When the fair market rental value for the Extension Period upon all of Option term is determined, the terms and conditions set forth in the Lease, as amended, except that the Base Rent base rent for the Extension Period such period shall be as provided recomputed and if such recomputed base rent for such period is in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Noticeexcess of such interim base rent paid for such period, Tenant shall be considered immediately pay Landlord an amount equal to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Leasesuch excess. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shallConversely, if such recomputed base rent for such period is less than such interim base rent paid for such period, Landlord so elects in its absolute discretion, be ineffective in shall apply such amount against the event that next installment(s) of base rent coming due under the Lease (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Leaseas amended hereby).

Appears in 1 contract

Sources: Lease (Atmi Inc)

Extension Option. Tenant shall have the option to extend this Lease (the “Extension Option”) for one additional term of five (5) years (the “Extension Period”), upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal Notwithstanding anything to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions contrary set forth in the Lease, Landlord hereby grants to Tenant one (1) option (the "Option") to extend the Term of the Lease for a period of three (3) years (the "Option Term"). The Option must be exercised, if at all, by written notice (the "Option Notice") delivered by the Tenant to Landlord not earlier than Twelve (12) months nor later than NINE (9) months prior to the end of the initial Term. Further, the Option shall not be deemed to be properly exercised if, as amendedof the date of the Option Notice, Tenant (i) is in default under the lease beyond applicable grace or cure periods as set forth in this Lease, or (ii) has assigned or sublet all or any portion of the Lease or Tenants interest therein to any party to which a sublet or assignment is not permitted under the term of this Lease. Provided Tenant has properly and timely exercised the Option, the initial Term shall be extended by the Option Term, and all terms, covenants and conditions of the Lease shall remain unmodified and in full force and effect, except that the Base Rent shall be modified as set forth below. (a) The Rent payable for the Extension Period Option Term shall be the "fair-market" rental rate. For the purposes of this Paragraph only, "fair-market" rental rate shall mean the projected prevailing gross rental rate as provided of the first day of the Option Term, charged to renewal tenants, for similar rentable space situated in Section 51.1(asimilar buildings located in the North Andover area. Included with the Option Notice, Tenant shall provide Landlord with its estimate of "fair-market" rental rate. Within Sixty (60) days of receipt of the Option Notice, Landlord shall provide notice to Tenant, in writing Landlord's estimate of "fair-market" rental rate. Said notification of the annual rent may include a provision for escalation of rent during the renewal term. Tenant shall have FIFTEEN (15) days ("Tenant's Review Period") after receipt of the Landlord's written notice of the "fair-market" rental rate within which to accept such "fair-market" rental rate in writing. In the event Tenant objects to the "fair-market" rental rate submitted by Landlord, Landlord and Tenant shall have no further options attempt in good faith to extend agree upon such "fair-market" rental rate, using good-faith efforts. If Landlord and Tenant fail to reach agreement on such "fair-market" rental rate within THIRTY (30) days following Tenant's Review Period (the Lease "Outside Agreement Date"), then each party's determination shall be submitted to appraisal in accordance with the following: (i) Landlord and Tenant shall each appoint one (1) independent appraiser who shall by profession be a real estate broker active over the previous five (5) year period ending on the date of such appointment in the leasing of commercial properties in the North Andover area. The determination of the appraiser shall be limited solely to the issue of whether Landlord's or Tenant's submitted "fair-market" rental rate for the Premises is closest to the actual fair-market rental rate for the Premises as determined by the appraisers, taking into account the requirements set forth above. Such decision shall be based upon the projected prevailing fair-market rental rate as of the commencement date of the Option Term. Each such appraiser shall be appointed within FIFTEEN (15) days after the Outside Agreement Date. (ii) The two (2) appraisers so appointed shall within FIFTEEN (15) days after the date of the appointment of the last appointed appraiser agree upon and appoint a third appraiser who shall be qualified under the same criteria set forth above for the initial two (2) appraisers. (iii) The three (3) appraisers shall, within THIRTY (30) days after the appointment of the third appraiser, reach a decision as to whether the parties shall use Landlord's or Tenant's submitted "fair-market" rental rate, and shall notify Landlord and Tenant in writing thereof. (iv) The decision of a majority of the three (3) appraisers shall be binding upon Landlord and Tenant. If either Landlord or Tenant fails to deliver appoint an appraiser within the time period specified herein above, the appraiser appointed by one of them shall reach a timely Exercise Noticedecision based upon the same procedure set forth above (i.e., by selecting either Landlord's or Tenant's submitted "fair-market" rental rate), and shall notify Landlord and Tenant thereof and such appraiser's decision shall be considered binding upon Landlord and Tenant. (v) If the two (2) appraisers fail to have elected not agree upon and appoint a third appraiser, both appraisers shall be dismissed and the matter to exercise be decided shall be submitted to arbitration under the Extension Optionprovisions of the American Arbitration Association based upon the same procedures set forth above (i.e., by selecting either Landlord's or Tenant's submitted "fair-market" rental rate). (vi) The costs of appraisal hereunder, and arbitration if necessary, shall be paid by Landlord and Tenant equally. (b) In no event shall any rent during the Option Term fall below the Rent in effect for the month immediately preceding the expiration of the initial Term of the Lease. (c) It is understood and agreed that Land▇▇▇▇ ▇▇▇ Tena▇▇ ▇▇▇eby agree to execute an amendment to the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all promptly after Tena▇▇'▇ ▇xercise of the Premises for a period ending Option in order to incorporate the last one hundred eighty (180) days extension of the initial Term and the lease terms thereof (other than to a Permitted Transferee), into the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 1 contract

Sources: Lease Agreement (Brooktrout Technology Inc)

Extension Option. Provided the Lease is in full force and effect and Tenant is not in default under any of the terms and conditions of the Lease (after the expiration of any applicable grace or cure period) at the time of notification or upon commencement of the extension, Tenant shall have the one (1) option to extend this Lease (the Extension Option”) for one additional a term of five (5) years (the “Extension PeriodTerm”), upon on the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the same terms and conditions set forth in the Lease, except as amendedmodified by the terms, except that covenants and conditions as set forth below: If Tenant elects to exercise said Option, then Tenant shall provide Landlord with written notice no earlier than the Base Rent for date which is twelve (12) months prior to the Extension Period shall be as provided in Section 51.1(aexpiration of the Term, but no later than the date which is nine (9) and months prior to the expiration of the Term. If Tenant fails to provide such notice, Tenant shall have no further options or additional right to extend or renew the Term. The Base Rent for the first year of the Extension Term shall be the then-current fair market value (“FMV”) rental rate for space of comparable size and quality in the Building and in other similar buildings in the same rental market in Brevard County (“Market Area”) as of the date the Extension Term is to commence, taking into account the specific provisions of the Lease which will remain constant. The Base Rent shall increase by three percent (3%) annually after the first year of Extension Term. Landlord shall advise Tenant of the new Base Rent for the Premises no later than thirty (30) days after receipt of Tenant’s written request to exercise its Option. The Parties shall have thirty (30) days after Landlord’s notice to Tenant to agree upon the Base Rent rate for the Extension Term. The Parties shall be obligated to conduct such negotiations in good faith. If the Parties agree on the FMV Base Rent rate for the first year of the Extension Term, they shall promptly execute an amendment to the Lease stating the Base Rent agreed upon (including the annual three percent (3%) increases after the first year of the Extension Term). If the Parties are unable to agree on a mutually acceptable Base Rent rate no later than six (6) months prior to the expiration of the Term, then Landlord and Tenant shall each hire a qualified MAI appraiser (“Appraiser”) doing business in the Market Area with not less than five (5) years of experience in Class A warehouse-logistics buildings and who is in all respects impartial and disinterested. The two Appraisers will have forty-five (45) days to submit their individual FMV reports. Tenant and Landlord will then have fifteen (15) days to review each report and agree upon the FMV Base Rent rate. If the two values are less than 10% apart, Base Rent will be the average of the two values. If the two values are more than 10% apart and Tenant and Landlord are unable to agree on a FMV Base Rent, the two Appraisers shall select a separate Appraiser who will review the two FMV reports within thirty (30) days and select a FMV Base Rent rate from one of the two values or a rate between the two values submitted by the two Appraisers. The cost of the third Appraiser shall be paid equally by the Tenant and Landlord. In no event shall Base Rent for the first year of the Extension Term be less than the highest level of Base Rent for the preceding period. This Option is not transferable. The Parties hereto acknowledge and agree that they intend that the aforesaid Option shall be “personal” to Tenant as set forth above and that in no event will any assignee or sublessee have any rights to exercise the aforesaid Option. Tenant shall have no further right to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 1 contract

Sources: Lease Agreement

Extension Option. Provided that as of the date of the notice specified ---------------- below, Tenant is not in default and has not previously been in monetary default of its obligations under this Lease beyond any applicable grace period during the twelve-month period prior to such notice, Tenant shall have the option right to extend the term of this Lease (the “Extension Option”) for one additional term period of five (5) years (the “Extension Period”)years, to begin immediately upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial original term of this Lease Term (but the "extended term"). All of the terms, covenants and provisions of this Lease shall apply to such extended term except that (i) the Annual Fixed Rent Rate for such extension period shall be the market rate at the commencement of such extended term and (ii) the Base Operating Costs and the Base Taxes shall be adjusted to reflect the actual Operating Costs and Taxes for the preceding calendar year. If Tenant shall elect to exercise the aforesaid option, it shall do so by giving Landlord notice in writing of its intention to do so not before later than fourteen (14) months prior to the date that is expiration of the original term of this Lease. If Tenant gives such notice, the extension of this Lease shall be automatically effected without the execution of any additional documents. The original term and the extended term are hereinafter collectively called the "term". Within fifteen (15) days following receipt of Tenant's extension notice (but no earlier than fourteen (14) months before prior to the expiration of the initial Lease Termoriginal term), exercise Landlord shall give notice to Tenant setting forth Landlord's determination of the Extension Option market rate. Within fifteen (15) days following receipt of Landlord's notice Tenant shall either propose its determination of the market rate by delivering written giving notice (thereof to Landlord or shall accept Landlord's determination. Failure on the “Exercise Notice”) part of Tenant to give such notice of its determination shall bind Tenant to Landlord's determination. If Tenant timely and properly exercises proposes its Extension Option, the Lease Term shall be extended for the Extension Period upon all determination of the terms and conditions set forth in the Leasemarket rate, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) then Landlord and Tenant shall meet for the purpose of reaching agreement. If the parties have no further options been unable to extend the Lease Term. reach agreement within fifteen (ii15) If Tenant fails days following Tenant's notice to deliver a timely Exercise NoticeLandlord of its determination, then, within fifteen (15) days thereafter, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s either revoke its exercise of the Extension Option shallaforesaid option by giving notice thereof to Landlord (in which case such exercise shall be rendered ineffective and the right of extension shall expire and be of no further force and effect), if Landlord so elects or shall call for arbitration. If Tenant calls for arbitration, then the dispute as to the market rate shall be submitted to arbitration as set forth below. Market rate shall be determined as of the beginning of the extended term at the then current arms-length negotiated rentals being charged to new (or renewal tenants for renewals and extensions which do not have pre-negotiated contract rents) for comparable office space in its absolute discretion, be ineffective comparable buildings located in the event that (i) an Event of Default by Tenant remains uncured at Quincy/Braintree area, taking into account and giving effect to, in determining compatibility, without limitation, such considerations as size, location, lease term and amenities. The arbitrator shall also consider and incorporate into the time of delivery of computation, on a net effective rent basis, the Exercise Noticethen existing inducements and allowances customarily being offered to tenants seeking similar office space for comparable terms in comparable buildings in the Quincy/Braintree market area. In any event, or (ii) Tenant the Annual Fixed Rent Rate for the extended term shall have reduced not be less than the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant Annual Fixed Rent Rate in effect immediately prior to an express right in this Leasesuch extended term.

Appears in 1 contract

Sources: Lease (Wells Real Estate Investment Trust Inc)

Extension Option. Tenant shall have the right and option to extend the Term of this Lease for two (the “Extension Option”2) for one additional term extension terms of five (5) years each. Each such option must be exercised, if at all, by giving Landlord prior written notice, at least one year in advance (the “Extension PeriodExercise Deadline)) of the expiration date of the then current lease Term, upon of Tenant’s election to extend the lease Term; it being agreed that time is of the essence and that this option is personal to Tenant and is non-transferable to any assignee or sub lessee (regardless of whether any such assignment or sublease was made with as without Landlord’s consent) or other party. Except as follows, and subject to the following conditions, each extension Term shall be under the same terms and conditions hereinafter set forthas provided in the Lease: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) Tenant’s extension option shall be void at Landlord’s option if there exists any event of default by Tenant under this Lease beyond any applicable notice and cure period at the time Tenant exercises an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises extension option or as of the commencement date of the Extension Option for such Extension Period.an extension term; (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term there shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise term beyond the Extension Option.second extension term; (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of shall accept the Premises for a period ending in their “as is” condition, without any obligation on the last one hundred eighty (180) days part of the Term thereof (other than Landlord to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void.provide any tenant improvements or tenant improvement allowance; and (d) The Minimum Annual Rent for the extension term will be the “Market Rent” for the Premises as determined and defined pursuant to the provisions of this Section. 36. The Market Rent shall be determined as follows: Within 10 business days after Landlord receives timely notice from Tenant exercising Tenant’s extension option, Landlord will give notice to Tenant of its determination of the Market Rent of the Premises, and Landlord’s determination will constitute the Market Rent unless Tenant objects by giving Landlord written notice of objection within 10 business days after Tenant’s receipt of Landlord’s determination. If Tenant so objects, and the parties are unable to agree upon the Market Rear within 30 days after the Tenant’s objection, then by written notice to Landlord within 2 business days thereafter Tenant may request arbitration of the Market Rent under this paragraph. If Tenant does not timely give ouch notice requesting arbitration, Tenant’s exercise of the Extension Option shallextension option will be deemed rescinded, if Landlord so elects in its absolute discretionand Tenant’s extension option shall be null and void. If arbitration is timely requested by Tenant, the Market Rent will be ineffective determined by appraisal within 90 days after Tenant’s request by a board of appraisers consisting of three reputable real estate professionals experienced in the event leasing of commercial office/industrial space (each an “Expert”). One Expert will be appointed by Tenant, and the second Expert will be appointed by Landlord. Landlord and Tenant will each appoint their respective Experts within 30 days following Tenant’s arbitration request. The third Expert will be appointed by the first two Experts. If the first two Experts are unable to agree on a third Expert within 10 business days after the appointment of the second Expert, or if either party refuses or neglects to appoint an Expert as herein provided, then the third Expert or the second Expert, whose appointment was not made as provided above, may be appointed by any judge of the Hennepin County District Court. Any Expert appointed by a judge of the Hennepin County District Court shall be a reputable real estate appraiser experienced in appraising the rental value of commercial office space, and shall boa member of the American Institute of Real Estate Appraisers with the designation of “MA I.” The Experts shall be instructed to reach their respective determinations within 45 days of the appointment of the third Expert. If determinations of at least two of the Experts are identical in amount, that amount will be determined to be the Market Rent. lithe determinations of all three Experts are different in amount, the highest appraised value will be averaged with the middle value (that average being referred to as “Sum A”). The lowest appraised value will be averaged with the middle value (that average being referred to as “Sum B”), and the Market Rent will be determined as follows: (i) an Event if neither Sum A nor Sum B differs from the middle appraised value by more than 10% of Default the middle appraised value, then the Market Rent will be the average of the three appraisals, (ii) if either Sum A or Sum B (but not both) differs from the middle appraised value by more than 10% of the middle appraised value, then the Market Rent will be the average of the middle appraised value and the appraised value closer in amount to the middle appraised value, and (iii) if both Stun A and Sum B differ from the middle appraised value by more than 10% of the middle appraised value, then the Market Rent will be equal to the middle appraised value. Written notice of the Market Rent as duly determined in accordance with this Section shall be promptly given to Landlord and Tenant remains uncured and will be binding and conclusive on them. Each party will bear its own expenses in connection with the board proceeding (including the Expert appointed by it), and the fees of the third Expert will be borne equally. If, for any reason, the Market Rent has not been determined at the time of delivery the commencement of the Exercise Noticeextension term, then the Market Rent will be the amount set forth in Landlord’s determination, and if the determination of the Experts as provided above indicates that a lesser or greater amount should have been paid than that which was actually paid, a proper adjustment will be made in a payment from Landlord to Tenant, or (ii) Tenant shall have reduced to Landlord, as the size case may be. 37. For purposes of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.Section, “

Appears in 1 contract

Sources: Sublease Agreement (Compellent Technologies Inc)

Extension Option. Tenant shall have the option to extend this Lease (the “Extension Option”) Term for one additional three year extension term of five (5) years (the "Extension Period”), upon the terms and conditions hereinafter set forth: (aTerm") If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal by notice given to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if Landlord at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) least six months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term)Expiration Date. Tenant's election shall be exercised, exercise the and Annual Fixed Rent for each Extension Option by delivering written notice (the “Exercise Notice”) to LandlordTerm shall be determined, as set forth below. If Tenant fails timely and properly exercises to exercise its Extension Option, the Lease Term shall be extended option for the Extension Period upon all of the terms and conditions set forth in the LeaseTerm, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options extension rights hereunder. Tenant's option so to extend the Term shall be void, at Landlord's election, if Tenant is in default (continuing beyond any applicable cure period) at the time Tenant elects to extend the Term or at the time the Term would expire but for such extension. The extension of the Term shall be applicable to the entire Premises. During the Extension Term, if any, all provisions of this Lease shall apply except that Tenant shall have no further option to extend the Term after the Extension Term. (ii) If Tenant fails to deliver a timely Exercise Notice. During the Extension Term, Tenant shall be considered pay Annual Fixed Rent equal to 95% of the then-prevailing market rate for three to five year leases of office space in the greater Boston, Massachusetts "Metro-West" area comparable to the Premises in terms of location within a building, finish, age, building quality and amenities for a tenant of equal size and financial strength as Tenant. Landlord shall notify Tenant of its estimate of the prevailing market rate within ten (10) days after Tenant exercises the extension option. Tenant shall have elected not the option to accept or reject by written notice Landlord's estimate, or to withdraw its exercise of the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Leaseextension option. In the event Tenant rejects Landlord's estimate then the prevailing market rate shall be arbitrated in accordance with the following procedure. Each of any assignment of this Lease or subletting of all Landlord and Tenant, within twenty (20) days after notice by Tenant disputing Landlord's estimate of the Premises for a period ending in the last one hundred eighty (180) days prevailing market rate, shall appoint as an arbitrator an MAI appraiser with at least ten years experience as an appraiser of the Term thereof (other than to a Permitted Transferee)Boston office buildings, the Extension Option shall automatically terminate including first class suburban office buildings, and shall thereafter be null and void. (d) Tenant’s exercise give notice of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.such appointment

Appears in 1 contract

Sources: Office Lease (Altarex Corp)

Extension Option. Tenant shall have the option to extend this Lease (herein, the “Extension Option”) to extend the term of this Lease for one an additional term of five (5) years (herein, the “Extension PeriodTerm)) to commence on the day following the Expiration Date and to terminate five (5) years thereafter, provided that Tenant is not in default of any provision of this Lease and has not subleased more than fifty percent (50%) of the area of the Premises during any portion of the two (2) Lease Years prior to the Expiration Date. Such extension shall be upon the same terms and conditions hereinafter set forth: as contained in this Lease except that (ai) If the Extension Option is exercised, then the Base Monthly Rent per annum for such Extension Period (shall be the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises Rent” as of the commencement date of “Tenant’s Notice” (as hereinafter defined), determined pursuant to Section 30.2; (ii) there shall be no Landlord’s Work, Tenant Improvement Allowance, free rent or other related concessions granted for such extension; (iii) the Base Year for Operating Expenses shall be the calendar year in which the Extension Option Term commences; (iv) the Base Year for such Taxes shall be the calendar in which the Extension Period. Term commences; and (bv) The Extension Option must there shall be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes no further option to extend. In order to exercise the Extension Option, Tenant must, on or before the date occurring shall give notice to Landlord (“Tenant’s Notice”) of such exercise not later than twelve (12) months before prior to the expiration Expiration Date, time being of the initial Lease Term (but not before essence. In order for Tenant’s exercise to be effective, at the date that is fifteen (15) months before time it gives such Tenant’s Notice and at the expiration of the initial Lease Term), exercise time the Extension Option by delivering written notice (the “Exercise Notice”) Term is to commence, there shall not, at Landlord’s option, be an outstanding Event of Default under this Lease. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Noticeexercise its Extension Option within the time period provided herein, said time being of the essence, Tenant shall be considered deemed to have elected not to exercise the Extension Option. (c) It is understood and agreed that the waived its Extension Option hereby granted is personal without any further notice from Landlord and Landlord shall be free to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if lease such space upon such terms as Landlord so elects may elect in its absolute sole discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 1 contract

Sources: Office Lease (Fitbit Inc)

Extension Option. Tenant shall have the option to extend this Lease (the “Extension Option”) to extend the Term for one additional term all the Premises for two (2) extension terms of five (5) years each (the “First Extension PeriodTerm” and “Second Extension Term” respectively and each an “Extension Term”). If Tenant validly exercises an Extension Option in accordance with this Section 2.2.1, upon the terms First Extension Term shall commence on the day following the initial Expiration Date and conditions hereinafter set forth: shall end on the fifth (a5th) If anniversary of such Expiration Date unless the Extension Option Term is exercised, then earlier terminated pursuant to this Lease and the Base Rent per annum for such Second Extension Period (Term shall commence on the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before day following the expiration of the initial Lease First Extension Term and shall end on the fifth (5th) anniversary of such expiration date unless the Second Extension Term is earlier terminated pursuant to this Lease. Each Extension Term shall commence only if: (i) Tenant has notified Landlord in writing of its exercise of the right to extend the term for the Extension Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the an “Extension Option by delivering written notice (the “Term Exercise Notice”) no earlier than eighteen (18) months prior to Landlord. If Tenant timely and properly exercises its Extension Optionno later than fourteen (14) months prior to the then current Expiration Date, the Lease Term shall be extended for the Extension Period upon all time being of the terms and conditions set forth in the Leaseessence, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery the exercise of such right and immediately prior to the Expiration Date, no Event of Default shall be continuing hereunder; (iii) the Tenant named herein or its Permitted Transferees shall be in occupancy of the entire Premises at the time such notice is given; and (iv) with respect to the Second Extension Term only, Tenant shall have validly exercised its right to extend the term for the First Extension Term. Within thirty (30) days after receipt of a properly delivered Extension Term Exercise Notice, or (ii) Landlord shall advise Tenant shall have reduced the size in writing of its determination of the Premises below one Fair Market Rent and Lease Concessions for the Extension Term (1“Extension Term Rent Notice”). Tenant may rescind its Extension Term Exercise Notice by written notice delivered to Landlord within thirty (30) full floor days after receipt of Landlord’s Extension Term Rent Notice, time being of the Building by agreement with Landlord or pursuant to an express right in this Leaseessence.

Appears in 1 contract

Sources: Office Lease (Cision Ltd.)

Extension Option. Tenant shall have the option to extend this Lease (the “Extension Option”) to extend the Term of this Lease for one an additional term period of five (5) years years, commencing on the day immediately following the originally scheduled Expiration Date and expiring on the fifth (5th) anniversary of the originally scheduled Expiration Date, with such Extension Period”), Option to be exercised by Tenant delivering to Landlord written notice thereof not less than twelve (12) months and not more than fifteen (15) months prior to the originally scheduled Expiration Date. Tenant’s right to exercise its Extension Option is conditioned upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as no Default of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, existing on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before exercise or the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Term is to commence, (b) this Lease being in full force and effect, and (c) the Tenant as originally named in this Lease and/or a Permitted Transferee having continuously occupied the entire Premises from the Term Commencement Date through the date of its exercise of such Extension Option by delivering written notice (and through the “Exercise Notice”) date on which the Extension Term is to Landlordcommence. If Tenant timely and properly exercises its Extension Option, then the Lease portion of the Term including and preceding the originally scheduled Expiration Date shall be referred to as the “Initial Term,” and the portion of the Term after the originally scheduled Expiration Date shall he referred to as the “Extension Term.” The Extension Term shall be extended for the Extension Period upon all of the terms same terms, covenants and conditions as the Initial Term, except (i) as to Basic Rent, which shall be determined as set forth in the LeaseSection 1.1, as amended, except (ii) that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options extension rights unless otherwise expressly provided herein or hereafter agreed to extend the Lease Term. in writing by Landlord, and (iiiii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered required to have elected not to exercise the Extension Optionprovide security as described in ARTICLE 18. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 1 contract

Sources: Lease Agreement (Apellis Pharmaceuticals, Inc.)

Extension Option. (a) Provided that C-Bridge Internet Solutions, Inc. has not assigned this Lease or sublet more than 25% of the Rentable Area of the Premises other than to a Successor or Affiliate under Article 14 (it being intended that all rights pursuant to this provision are and shall be personal to the original Tenant or its Successor or Affiliate under Article 14 under this Lease and shall not be transferable or exercisable for the benefit of any other Transferee), and provided Tenant is not in default beyond applicable notice and grace periods under this Lease at the time of exercise or at any time thereafter until the beginning of any such extension of the Term, Tenant shall have the option (the "Extension Option") to extend this Lease (the “Extension Option”) Term for one (1) additional term period of five (5) years (the "Extension Period"), upon subject to and in accordance with the terms and conditions hereinafter set forth: (a) If the of this Section. The exercise of any Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) by Tenant shall be an amount equal irrevocable and shall cover the entire Premises leased by Tenant pursuant to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the this Lease. Any Extension Option for such Extension Period. (b) The Extension Option must be shall terminate if not exercised by Tenant, if at all, only at the time and precisely in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration herein. Any extension of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in this Lease and all Exhibits thereto, except that: (i) Tenant shall have no further option to extend the Term of the Lease, other than as amendedspecifically set forth herein; (ii) Landlord shall not be obligated to contribute funds toward the cost of any remodeling, except that renovation, alteration or improvement work in the Premises. If Tenant wishes to consider exercising the Extension Option, Tenant shall first give written notice to Landlord, at least twelve (12) months, but not more than fifteen (15) months, prior to the expiration of the initial Term, of Tenant's request for Landlord's determination of the Base Rent for the Extension Period (the "Extension Rent"). The Extension Rent shall be the Fair Market Base Rental for the Premises (as provided determined hereunder), but not less than the Base Rent in Section 51.1(aeffect immediately prior to the Extension Period. Failure timely to give a notice as specified under this subsection (a) and Tenant shall have no further options constitute an irrevocable waiver of Tenant's right to extend the Lease Term. (iib) If Tenant fails timely delivers a notice under subsection (a) above, Landlord shall furnish Tenant with Landlord's proposed Extension Rent no later than ten (10) months prior to deliver a timely Exercise Notice, Tenant shall be considered the date the Term is then scheduled to have elected not to exercise the Extension Optionexpire. (c) It On or before the date that is understood and agreed that one (1) month after Landlord furnishes the amount of its proposed Extension Rent to Tenant under subsection (b) above, Tenant shall either (i) waive the Extension Option, (ii) exercise the Extension Option hereby granted is personal by giving Landlord notice to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease such effect accepting Landlord's proposed Extension Rent, or subletting of all of the Premises for a period ending in the last one hundred eighty (180iii) days of the Term thereof (other than to a Permitted Transferee), exercise the Extension Option but cause the matter of the Extension Rent to be submitted to arbitration in accordance with subsection (f) below by giving Landlord notice to such effect, which notice shall automatically terminate and state Tenant's determination of the Fair Market Base Rental (as hereinafter defined). Failure timely to give a notice exercising the Extension Option as specified under this subsection (c) shall thereafter be null and voidconstitute an irrevocable waiver of Tenant's right to extend the Term. (d) Tenant’s If Tenant shall exercise the Extension Option in accordance with this Section, the provisions of this Section shall be self-operative, but upon request by either party after determination of the Extension Option shallRent, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) parties shall execute an Event of Default by Tenant remains uncured at agreement specifying the time of delivery Extension Rent and acknowledging the extension of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this LeaseTerm.

Appears in 1 contract

Sources: Lease Agreement (C Bridge Internet Solutions Inc)

Extension Option. Tenant MIASI has the right, pursuant to Article 29 of the Lease, to extend the term of the Lease through November 17, 2022 (defined in the Lease as the “First Renewal Option”), by sending notice of such election to Landlord by June 30, 2018. If (i) MIASI exercises the First Renewal Option, (ii) BroadSoft is not in default beyond any applicable grace period set forth herein for curing such default, and (iii) MIASI elects, in its sole and absolute discretion, to sublet the Sublet Premises to an entity that is not a MIASI Affiliate or a MIASI Related Party, then MIASI shall promptly notify BroadSoft in writing (the “Extension Availability Notice”). In such event, BroadSoft shall have the right at its option to extend this Lease (the “Extension Option”) to extend the Sublease Term, for one additional term all, but not less than all, of five (5) years the Sublet Premises, for a period (the “Extension Period”), upon ) commencing on the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before day after the expiration of the initial Lease Sublease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term)and ending on November 16, exercise the 2022. The Extension Option shall be exercisable by delivering BroadSoft by giving written notice (the “Exercise Extension Notice”) to LandlordMIASI of the exercise of the Extension Option no later than thirty (30) days after BroadSoft’s receipt of the Extension Availability Notice. If Tenant In the event that the Extension Option is timely and properly exercises its Extension Optionexercised, the Lease Sublease Term shall be extended for until November 16, 2022, all references to the Sublease Term shall include the Extension Period upon and all provisions of this Sublease shall apply to the Extension Period in the same manner and with the same effect as if on the date of execution of this Sublease the Sublease Term expired on the last day of the terms and conditions set forth in the Lease, as amendedExtension Period, except that the Annual Base Rent for Subrent and Additional Subrent payable during the Extension Period shall be as provided in Section 51.1(a) equal to the base rent and Tenant shall have no further options additional rent payable by MIASI to extend the Landlord under the Lease Term. (ii) If Tenant fails on a per rentable square foot basis), and all other costs and expenses reasonably allocable to deliver a timely Exercise Noticethe Sublet Premises (whether paid by MIASI to the Landlord or to other third parties), Tenant shall so that the total rent to be considered paid by BroadSoft to have elected not to exercise MIASI during the Extension Option. Period will cover and be equal to all of MIASI’s rent and other expenses (ce.g., Operating Expenses and Taxes) It is understood and agreed that reasonably allocable to the Sublet Premises during the Extension Option hereby granted is personal Period. BroadSoft shall not be entitled to Original Tenant and is not transferable except the BroadSoft TI Allowance with respect to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shallPeriod; provided, if Landlord so elects in its absolute discretionhowever, be ineffective that in the event that (i) an Event of Default by Tenant remains uncured at MIASI is entitled to any improvement allowance, temporary abatement or reduction in the time of delivery of the Exercise Noticebase rent and/or additional rent, or similar economic concessions (iicollectively, the “Extension Concessions”) Tenant during the Extension Period, BroadSoft shall have be entitled to BroadSoft’s Proportionate Share of such Extension Concessions, or if the parties mutually agree, the Annual Base Subrent payable by BroadSoft during the Extension Period shall be reduced the size to account for BroadSoft’s Proportionate Share of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Leasesuch Extension Concessions.

Appears in 1 contract

Sources: Sublease Agreement (Broadsoft Inc)

Extension Option. Tenant shall have two (2) renewal options for the option Demised Premises for a period equal to extend this Lease (the “Extension Option”) for one additional term of five (5) years per option period, and otherwise on the terms specified in Section 35 of the Lease. A Renewal Term shall commence only if (i) Tenant shall have notified Landlord in writing at least nine (9) months prior to the expiration of the then existing Term, and (ii) immediately prior to the expiration of the Term, this Lease shall be in full force and effect and no Event of Default shall have occurred and be continuing. Time is of the essence with respect to the giving of the notice of Tenant's exercise of the renewal option. The Renewal Term shall be subject to all of the agreements, terms, covenants and conditions hereof binding upon Tenant and Landlord, except that the Basic Annual Rent shall be at the then fair market rent, escalating annually at the then market escalation rate, and the other economic terms of the Lease, including with respect operating expense reimbursements for repairs, replacements and related expenditures, shall be updated to market terms (collectively, Extension PeriodMarket Economic Terms”). Without limitation, upon the terms Market Economic Terms shall include any then current market concessions being granted in similar transaction, including without limitation abated rent, leasing commissions and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of tenant improvement allowances. Upon the commencement of the Extension Option for such Extension Period. Renewal Term, (bx) The Extension Option must the Renewal Term shall be exercised by Tenantadded to and become part of the Term (but shall not be considered part of the initial Term), if at all(y) any reference to "this Lease", only at to the time "Term", the "term of this Lease" or any similar expression shall be deemed to include the Renewal Term, and in (z) the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before Expiration Date shall become the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Renewal Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 1 contract

Sources: Lease (Biolife Solutions Inc)

Extension Option. Subject to Subsection F.3 below, Tenant shall have may at its option extend the option to extend Term of this Lease for the entire Premises for two (the “Extension Option”2) for one additional term successive periods of five (5) years each. Each such period is called a “Renewal Term”, and the first such five (5) year period is called the “Extension PeriodFirst Renewal Term” and the second such five (5) year period is called the “Second Renewal Term), . Each Renewal Term shall be upon the same terms contained in this Lease, excluding the provisions of Appendix C of this Lease and conditions hereinafter set forth: (a) If except for the Extension Option is exercised, then the payment of Base Rent per annum for such Extension Period (during the Renewal Term; and any reference in the Lease to the “Option Rent”) Term” of the Lease shall be an amount equal deemed to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Periodinclude any Renewal Term and apply thereto, unless it is expressly provided otherwise. Tenant shall have no additional extension options. (b) 1. The Extension Option must Base Rent during a Renewal Term shall be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). greater of (i) If Tenant wishes to the average Base Rent over the initial Term of this Lease, or (ii) the then prevailing market rate (including rent concessions typical for the relevant market as set forth below) for a comparable term commencing on the first day of the Renewal Term for tenants of comparable size and creditworthiness for comparable space (including the extent of tenant improvements) in the Project and other first-class office buildings in the Austin Northwest and Far Northwest suburban markets, as reasonably determined by Landlord based upon independent market research reports. 2. To exercise the Extension Optionits option, Tenant must, on or before the date occurring must deliver an initial non-binding notice to Landlord not more than eighteen (18) months nor less than twelve (12) months before prior to the expiration proposed commencement of the Renewal Term. Within forty-five (45) days of Landlord’s receipt of Tenant’s initial Lease Term (but not before the date that is fifteen (15) months before the expiration non-binding notice, Landlord shall calculate and inform Tenant of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period Premises during the Renewal Term and the basis for which Landlord made its determination including comparables used. Such calculation shall be as provided in Section 51.1(a) final and shall not be recalculated at the actual commencement of the Renewal Term. Tenant shall have no further options give Landlord final binding notice of its intent to exercise its option to extend the Lease Term. within thirty (ii30) days after receiving Landlord’s written calculation of Base Rent. If Tenant fails to deliver a timely Exercise Noticegive either its initial nonbinding notice or its final binding notice timely, Tenant shall will be considered deemed to have elected not waived its option to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Leaseextend. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty Landlord fails to timely provide Tenant with its Base Rent calculation as aforesaid, Tenant may notify Landlord thereof. If Landlord fails to provide such calculation within thirty (18030) days of such notice, Tenant may notify Landlord thereof a second time. If Landlord still does not provide such calculation within thirty (30) days of such second notice, then Base Rent for the Renewal Term thereof (other than shall be deemed to a Permitted Transferee), be the Extension Option shall automatically terminate and shall thereafter be null and voidaverage Base Rent over the initial Term of the Lease. (d) 3. Tenant’s exercise of option to extend this Lease is subject to the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that conditions that: (i) on the date that Tenant delivers its final binding notice exercising an Event option to extend, Tenant is not in default under this Lease after the expiration of Default by Tenant remains uncured at the time of delivery of the Exercise Noticeany applicable notice and cure periods, or and (ii) Tenant shall not have reduced the size assigned this Lease, or sublet any portion of the Premises below one (1) full floor under a sublease which is in effect at any time during the final 12 months of the Building initial Term or First Renewal Term, as applicable, except for an assignment pursuant to Section 17E of the Lease or a sublease of less than one-third (1/3) of the then-current total Rentable Square Footage of the Premises. 4. Tenant agrees to accept the Premises at the commencement of the Renewal Term in its then-present condition, “AS IS” and “WITH ALL FAULTS.” , ▇▇▇▇ Texas OP, LP as Landlord under the Lease referred to below ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Attention: Managing Director Gentlemen: 1. We hereby establish, at the request and for the account of Pervasive Software Inc. (the “Tenant”), in your favor as Landlord (“Landlord”), or any successor or assign of Landlord, under that certain Lease between Landlord and Tenant, dated as of July 1, 2004 (the “Lease”), and Landlord’s successors and assigns, our Irrevocable Letter of Credit No. , in the amount of U.S. $175,000.00 (the “Stated Amount”), as more fully set forth hereinafter, effective immediately and expiring at the close of banking business at our [office address of Financial Institution] office on October 31, 2011 (the “Stated Expiration Date”). 2. Funds under this Letter of Credit are available to you against your sight draft(s) drawn on us, stating on its face: “Drawn under [Name of Financial Institution] Irrevocable Letter of Credit No. “ and accompanied by agreement your written, completed and executed certificate in the form attached hereto as Schedule 1 with appropriate insertions. Such draft(s) and certificate(s) shall be dated the date of presentation, which shall be made at any time during our business hours on a Business Day (as hereinafter defined) at our main office located at , , Texas (Attention: ), or at any other office of ours located in , Texas, that may be designated by us by written notice delivered to you. If we receive your draft(s) and certificate(s) at such office, we shall, by no later than 11:00 a.m., , Texas time, on the third Business Day following the date of such demand, make payment to you of the amount demanded. All payments hereunder shall be made in immediately available funds to the Landlord at the address set forth above in Austin, Texas. “Business Day” shall mean any day other than a Saturday, Sunday, or other day on which national banks in the city in which is located the office of the Landlord or pursuant [Name of Financial Institution] are authorized or required by law to an express right in this Leaseclose.

Appears in 1 contract

Sources: Lease Agreement (Pervasive Software Inc)

Extension Option. Subject to Subsections B and C below, Tenant shall have may at its option extend the option to extend Term of this Lease (for the “Extension Option”) entire Premises for one additional term period of five (5) years (the “Extension Period”), "Renewal Term") upon the same terms contained in this Lease, excluding the provisions of Appendix C of this Lease and conditions hereinafter set forth: (a) If except for the Extension Option is exercised, then the amount of Base Rent per annum for such Extension Period (payable during the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Renewal Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Termadditional extension options. A. The Base Rent during the Renewal Term shall be the then prevailing Market Rate for a comparable term commencing on the first day of the Renewal Term for non-renewing tenants of comparable size and creditworthiness for comparable space in the Building and other first class office buildings in the Del Mar Heights area. B. To exercise any option, Tenant must deliver a notice to Landlord not less than six (ii6) months prior to the proposed commencement of the Renewal Term. Thereafter, the Market Rate for the Renewal Term shall be calculated pursuant to Subsection C below, taking into account the factors set forth in subsection A immediately above, and Landlord shall inform Tenant of Landlord's determination of the Market Rate. If Tenant fails to deliver a timely Exercise Noticegive its notice of exercise, Tenant will be deemed to have waived its option to extend. C. Market Rate" shall be determined as follows: (1) If Tenant provides Landlord with its notice of exercise pursuant to Subsection B above, then within thirty (30) days after receipt of Tenant's notice, Landlord shall calculate and inform Tenant of Landlord's determination of the Market Rate. If Tenant rejects the Market Rate as calculated by Landlord, Tenant shall inform Landlord of its rejection within ten (10) days after Tenant's receipt of Landlord's calculation, and Landlord and Tenant shall commence negotiations to agree upon the Market Rate. If Tenant fails to timely reject Landlord's calculation of the Market Rate it will be considered deemed to have elected not accepted such calculation. If Landlord and Tenant are unable to exercise reach agreement within twenty-one (21) days after Landlord's receipt of Tenant's notice of rejection, then the Extension OptionMarket Rate shall be determined in accordance with (2)-(4) below. (c2) It is understood If Landlord and agreed that Tenant are unable to reach agreement on the Extension Option hereby granted is personal Market Rate within said twenty-one (21) day period, then within seven (7) days, Landlord and Tenant shall each simultaneously submit to Original Tenant and the other in a sealed envelope its good faith estimate of the Market Rate. If the higher of such estimates is not transferable except more than one hundred five percent (105%) of the lower, then the Market Rate shall be the average of the two. Otherwise, the dispute shall be resolved by arbitration in accordance with (3) and (4) below. (3) Within seven (7) days after the exchange of estimates, the parties shall select as an arbitrator an independent MAI appraiser with at least five (5) years of experience in appraising office space in the area in which the Project is located (a "Qualified Appraiser"). If the parties cannot agree on a Qualified Appraiser, then within a second period of seven (7) days, each shall select a Qualified Appraiser and within ten (10) days thereafter the two appointed Qualified Appraisers shall select a third Qualified Appraiser and the third Qualified Appraiser shall be the sole arbitrator. If one party shall fail to select a Permitted Transferee in connection with an assignment Qualified Appraiser within the second seven (7) day period, then the Qualified Appraiser chosen by the other party shall be the sole arbitrator. (4) Within twenty-one (21) days after submission of Tenant’s entire interest in this Leasethe matter to the arbitrator, the arbitrator shall determine the Market Rate by choosing whichever of the estimates submitted by Landlord and Tenant the arbitrator judges to be more accurate. In The arbitrator shall notify Landlord and Tenant of its decision, which shall be final and binding. If the event arbitrator believes that expert advice would materially assist him, the arbitrator may retain one or more qualified persons to provide expert advice. The fees of the arbitrator and the expenses of the arbitration proceeding, including the fees of any assignment expert witnesses retained by the arbitrator, shall be paid by the party whose estimate is not selected. Each party shall pay the fees of its respective counsel and the fees of any witness called by that party. D. Tenant's option to extend this Lease is subject to the conditions that: (i) on the date that Tenant delivers its notice exercising its option to extend, Tenant is not in default under this Lease after the expiration of any applicable notice and cure periods, and (ii) Tenant shall not have assigned this Lease or subletting of all sublet more than 30% of the Premises for under a period ending sublease which is in effect at any time during the last one hundred eighty (180) days final 12 months of the initial Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise E. The option to extend set forth in this Section 32 is personal to ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP or any Permitted Transferee, and may not be exercised by any assignee or subtenant of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by original Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in under this Lease.

Appears in 1 contract

Sources: Consent to Sublease (NovaCardia Inc)

Extension Option. Tenant shall have may at its option extend the option to extend Term of this Lease (the “Extension Option”) for one additional term (1) period of five (5) years (the “Extension Period”), "Renewal Term") upon the same terms and conditions hereinafter set forth:contained in this Lease, except for the amount of Base Rent payable during the Renewal Term. Tenant shall have no additional extension option. A. The Base Rent during the Renewal Term shall be the greater of (ai) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal applicable to the Fair Market Rental Value (as defined hereinafter) for the Premises as last day of the final Lease Year prior to the applicable Renewal Term, or (ii) the then prevailing market rate for a comparable term commencing on the first day of the Renewal Term for tenants of comparable size and creditworthiness for comparable space in either of the Buildings and other first class office buildings in the vicinity of the Buildings as reasonably determined by Landlord in good faith. B. To exercise its option, Tenant must deliver an initial notice to Landlord not less than nine (9) months prior to the proposed commencement of the Extension Option for such Extension Period. applicable Renewal Term. Within thirty (b30) The Extension Option must be exercised by days of receipt of Tenant's notice, if at all, only at the time Landlord shall calculate and in the manner provided in this Section 51.1(b). (i) If inform Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period Premises. Such calculation shall be as provided in Section 51.1(a) final and shall not be recalculated at the actual commencement of the Renewal Term if any. Tenant shall have no further options give Landlord final binding notice of intent to exercise its option to extend the Lease Term. within fifteen (ii15) days after receiving Landlord's calculation of Base Rent. If Tenant fails to deliver a timely Exercise Noticegive either its initial nonbinding notice or its final binding notice timely, Tenant shall will be considered deemed to have elected not waived its option to exercise the Extension Optionextend. (c) It is understood and agreed that the Extension Option hereby granted is personal C. Tenant's option to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of extend this Lease or subletting of all of is subject to the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that conditions that: (i) an Event on the date that Tenant delivers its final binding notice exercising its option to extend, Tenant is not in default under this Lease after the expiration of Default by Tenant remains uncured at the time of delivery of the Exercise Noticeany applicable notice and cure periods, or and (ii) Tenant shall not have reduced the size assigned this Lease, or sublet any portion of the Premises below one (1) full floor of under a sublease which is in effect at any time during the Building by agreement with Landlord or pursuant final 12 months prior to an express right in this Leasethe applicable Renewal Term.

Appears in 1 contract

Sources: Lease Agreement (Education Lending Group Inc)

Extension Option. (a) Provided no Event of Default then exists, this Lease is in full force and effect, and Tenant is the originally named Tenant or a Permitted Transferee, and Tenant and/or a Permitted Transferee is then occupying at least 1 full floor of the Building, Tenant shall have the option right to extend this Lease the Term with respect to the Extension Premises (the “Extension Option”) for one additional term up to 3 consecutive terms of five 60 months each beyond the end of the Initial Term (5) years (the each, an “Extension PeriodTerm), upon the terms and conditions hereinafter set forth: (a) If by delivering Tenant’s written extension election notice to Landlord no later than the Extension Option is exercisedDeadline, then with time being of the Base Rent per annum for such essence. The “Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (Premises” means, at Tenant’s election as defined hereinafter) for set forth in its extension election notice, either all of the Premises as or all of the commencement Premises excluding all or some portion of the Expansion Premises and ROFO Space so long as the Extension Option for such Premises consist of entire contiguous floors of the Building. The “Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). Deadline” means: (i) If if Tenant wishes to exercise and/or a Permitted Transferee is then occupying 3 or more full floors of the Extension OptionBuilding, Tenant must, on or before the date occurring twelve (12) that is 30 months before prior to the expiration of the initial Lease Term then-current Term; or (but not before ii) if Tenant and/or a Permitted Transferee is then occupying less than 3 full floors of the Building, the date that is fifteen (15) 24 months before prior to the expiration of the initial Lease then-current Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the The terms and conditions set forth in of this Lease during each Extension Term shall remain unchanged except Tenant shall only be entitled to the Lease3 Extension Terms provided above, as amended, except that the Base annual Fixed Rent for the Extension Period Term shall be the Extension Rent (as provided defined below), the Expiration Date shall be the last day of the Extension Term (or such earlier date of termination of this Lease pursuant to the terms hereof), and, except to the extent reflected in Section 51.1(a) and the Extension Rent, Landlord shall have no obligation to perform any tenant improvements to the Premises or provide any tenant improvement allowance to Tenant. Upon Tenant’s timely delivery of its written extension election notice, Tenant may not thereafter revoke its exercise of the Extension Option. Notwithstanding anything to the contrary in this Lease, Tenant shall have no further options right to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise Term other than or beyond the applicable Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest Terms described in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and voidparagraph. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 1 contract

Sources: Lease (Spark Therapeutics, Inc.)

Extension Option. Provided that as of the date of the notice specified below, Tenant is not in default and has not previously been in default of its obligations under this Lease beyond any applicable grace period, Tenant shall have the option right to extend the term of this Lease for one additional period of five (5) years, to begin immediately upon the expiration of the original term of this Lease (the “Extension Option”) for one additional term of five (5) years (the “Extension Periodextended term”). All of the terms, upon covenants and provisions of this Lease shall apply to such extended term except that the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Annual Fixed Rent per annum Rate for such Extension Period (the “Option Rent”) extension period shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of market rate at the commencement of such extended term, as determined in accordance with the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and procedure set forth in the manner provided in this Section 51.1(b). (i) next paragraph below. If Tenant wishes shall elect to exercise the Extension Optionaforesaid option, Tenant must, on or before the date occurring twelve it shall do so by giving Landlord notice in writing of its intention to do so not later than one (121) months before year prior to the expiration of the initial original term of this Lease. If Tenant gives such notice, the extension of this Lease Term shall be automatically effected without the execution of any additional documents, subject to the parties’ agreement on market rate as set forth below. The original term and the extended term are hereinafter collectively called the “term”. If Tenant exercises the aforesaid option, then not later than eleven (but not before 11) months prior to the date that is expiration of the original term of this Lease Landlord shalt give written notice to Tenant of Landlord’s designation of the market rate. Within fifteen (15) months before the expiration days following Landlord’s notice, Tenant shall either propose its designation of the initial Lease Term), exercise market rate by giving notice thereof to Landlord or shall accept Landlord’s designation. Failure on the Extension Option by delivering written part of Tenant to give such notice (the “Exercise Notice”) of its designation shall bind Tenant to Landlord’s designation. If Tenant timely and properly exercises proposes its Extension Option, the Lease Term shall be extended for the Extension Period upon all designation of the terms and conditions set forth in the Leasemarket rate, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) then Landlord and Tenant shall attempt to agree upon a market rate. If the parties have no further options been unable to extend reach agreement within thirty (30) days following Tenant’s designation, then the Lease Term. (ii) If Tenant fails market rate may be submitted to deliver arbitration by either party as follows: market rate shall be determined by impartial arbitrators, one to be chosen by the Landlord, one to be chosen by Tenant, and a timely Exercise Noticethird to be selected, if necessary, as below provided. The unanimous written decision of the two first chosen, without selection and participation of a third arbitrator, or otherwise, the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) days following the call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after their designation, they shall so notify the then President of the Boston Bar Association and request him to select an impartial third arbitrator, who shall be considered another office building owner, a real estate counselor or a broker dealing with like types of properties, to have elected not to exercise determine market rate as herein defined. Such third arbitrator and the Extension Option. first two chosen shall hear the parties and their evidence and render their decision within thirty (c30) It is understood days following the conclusion of such hearing and agreed that notify Landlord and Tenant thereof. Landlord and Tenant shall share equally the Extension Option hereby granted is personal to Original Tenant and is not transferable except expense of the third arbitrator (if any). If the dispute between the parties as to a Permitted Transferee in connection with an assignment market rate has not been resolved before the commencement of Tenant’s entire interest in this Leaseobligation to pay Fixed Rent based upon such market rate, then Tenant shall pay Fixed Rent under the Lease based upon the market rate designated by Landlord until either the agreement of the parties as to the market rate, or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of Fixed Rent to Landlord, or Landlord shall refund any overpayment of Fixed Rent to Tenant. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee)event, the Extension Option Annual Fixed Rent Rate for the extended term shall automatically terminate and shall thereafter not be null and voidless than the Annual Fixed Rent Rate in effect immediately prior to such extended term. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 1 contract

Sources: Lease Agreement (Infraredx Inc)

Extension Option. Tenant shall have the option to extend this Lease the Term for two (the 2) additional five-year extension terms (each an “Extension OptionTerm”) for one additional term of five (5) years (the “Extension Period”), upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal by notice given to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if Landlord at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring least twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to LandlordExpiration Date. If Tenant timely and properly exercises its Extension Option, the Lease Term Tenant’s election shall be extended for the Extension Period upon all of the terms exercised, and conditions set forth in the Lease, as amended, except that the Base Annual Fixed Rent for the Extension Period Term shall be determined, as provided set forth below. If Tenant fails timely to exercise its option for any Extension Term, Tenant shall have no further extension rights hereunder. Tenant’s option so to extend the Term shall be void, at Landlord’s election, if Tenant is in Section 51.1(adefault (subject to any applicable notice and cure periods set forth in this Lease) at the time Tenant elects to extend the Term or at the time the Term would expire but for such extension. The extension of the Term shall be applicable to the entire Premises and Tenant shall have no further options right to extend the Term for only a portion of the Premises. During the Extension Term, if any, all provisions of this Lease shall apply except that Tenant shall have no further option to extend the Term after the last Extension Term. (ii) If Tenant fails to deliver a timely Exercise Notice. During the Extension Term, Tenant shall pay Annual Fixed Rent equal to ninety-five percent (95%) of the then prevailing market rate for a five (5) year lease of an entire office building in the market of Route 128 in Waltham comparable to the Premises in terms of location, finish (excluding any finishes that are not provided by Landlord or are not paid for by the Improvement Allowance), age, building quality and amenities for a tenant of equal size and financial strength as Tenant, under terms and conditions substantially the same as those of this Lease as though then available for single occupancy for the Permitted Uses (or any higher and better use then being made by Tenant) in “as-is” condition or such better condition in which Tenant is required to maintain the Premises (the “Fair Market Rent”). In addition, if Tenant exercises its right to extend the Term of this Lease for an Extension Term, the base year for the purpose of determining Base Operating Expenses Per Square Foot of Rentable Floor Area and Base Taxes Per Square Foot of Rentable Floor Area shall be considered adjusted to have elected equal the actual amount for the year immediately prior to the applicable Extension Term. Further, if Tenant exercises its right to extend the Term of this Lease for an Extension Term, Landlord shall provide Tenant with an allowance for the costs (“Expansion Allowance”) of redecorating the Premises in an amount not to exercise exceed five and xx/100 dollars ($5.00) per square foot of rentable floor area, which Expansion Allowance shall be used by Tenant not later than the twelfth (12th) month of each Extension Option. Term. The Expansion Allowance shall be disbursed in the same manner and pursuant to the same terms and conditions as the Improvement Allowance. Landlord shall notify Tenant of its estimate of the Fair Market Rent within ten (c10) It is understood and agreed that days after Tenant exercises the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Leaseapplicable extension option. In the event that Landlord fails to notify Tenant of any assignment such estimate within ten (10) days after Tenant exercises such extension option, Tenant shall provide Landlord with a written notice requesting such estimate and Landlord shall have an additional five (5) Business Days following Tenant’s notice to notify Tenant of this Lease or subletting of all Landlord’s estimate of the Premises for a period ending in Fair Market Rent. Tenant shall have the last one hundred eighty (180) days of the Term thereof (other than option to a Permitted Transferee)accept or reject by written notice Landlord’s estimate, the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s or to withdraw its exercise of the Extension Option shallextension option, if Landlord so elects in its absolute discretion, any case within fifteen (15) Business Days following delivery of Landlord’s estimate. Tenant’s failure to respond within such period shall be ineffective in deemed to constitute rejection of Landlord’s estimate. In the event that Tenant rejects Landlord’s estimate then the Fair Market Rent shall be arbitrated in accordance with the following procedure. In the event Landlord fails to notify Tenant of its estimate as provided above, the Tenant shall have the option to (i) an Event of Default determine Fair Market Rent by Tenant remains uncured at the time of delivery of the Exercise Notice, arbitration as set forth below or (ii) withdraw its exercise of the extension option by written notice to Landlord. Each of Landlord and Tenant, within twenty (20) days after notice by Tenant disputing Landlord’s estimate of the Fair Market Rent, shall appoint as an arbitrator an MAI appraiser with at least ten (10) years experience as an appraiser of office buildings in the Greater Boston area, including first class suburban office buildings, and shall give notice of such appointment to the other party. If either Landlord or Tenant shall fail timely to appoint an arbitrator, the other may apply to the Boston office of the American Arbitration Association (“AAA”) for appointment of such an arbitrator five (5) Business Days, as such term is defined in Section 8.20, after notice of such failure to the delinquent party if such arbitrator has not then been appointed. The two arbitrators shall, within five (5) Business Days after appointment of the second arbitrator, appoint a third arbitrator who shall be similarly qualified. If the two arbitrators are unable to agree timely on the selection of the third arbitrator, then either arbitrator on behalf of both may request such appointment from the Boston office of the AAA. The arbitration shall be conducted in accordance with the commercial arbitration rules of the AAA insofar as such rules are not inconsistent with the provisions of this Lease (in which case the provisions of this Lease shall govern). The arbitrators shall be charged to reach a majority written decision in accordance with the standards for the Fair Market Rent as provided in this Section 2.4.1, within twenty (20) days after the third arbitrator is appointed, by selecting either of the final estimates of the Fair Market Rent provided by Landlord and Tenant at the commencement of the hearing. The arbitrators shall have reduced no authority or jurisdiction to make any other determination of such amount. The cost of the size arbitration (exclusive of each party’s witness and attorneys fees, which shall be paid by such party) shall be borne equally by the parties. If the AAA shall cease to provide arbitration for commercial disputes in Boston, the second or third arbitrator, as the case may be, shall be appointed by any successor organization providing substantially the same services, and in the absence of such an organization, by a court of competent jurisdiction under the arbitration act of The Commonwealth of Massachusetts. If Landlord should delay in giving the notice which begins the valuation procedures of this Section 2.4.1, or if the process should otherwise be delayed for any reason, then such procedures shall nevertheless remain in effect and be applicable when and as invoked with respect to Annual Fixed Rent payable (during the Extension Term; but until such procedures are completed, Tenant shall pay on account of Annual Fixed Rent at the rate established for Annual Fixed Rent for the last twelve (12) months of the Term (and upon Fair Market Rent being established, Tenant shall pay the same within ten (10) days of such determination, retroactively to the beginning of the Extension Term). Each party shall bear the costs of the arbitrator selected by it and shall share equally in the costs of the third arbitrator selected in accordance herewith. The parties shall adjust for over or under payments within twenty (20) (days after the decision of the arbitrators is announced. Promptly after the Annual Fixed Rent is determined for the Extension Term, Landlord and Tenant shall enter into an amendment of this Lease confirming the extension of the Term and the new rate for Annual Fixed Rent. Tenant’s rights under this Section 2.4.1 are personal to Tenant and shall not apply to any Transferee of Tenant (other than a Transferee under a Permitted Transfer). If at the commencement of an Extension Term Tenant has Transferred more than thirty-five percent (35%) of the Premises below one (1) full floor not including Permitted Transfers), then Tenant’s rights under this Section 2.4.1 shall be null and void and of the Building by agreement with Landlord no further force or pursuant to an express right in this Leaseeffect.

Appears in 1 contract

Sources: Office Lease (Altus Pharmaceuticals Inc.)

Extension Option. Provided that there has been no Event of Default which is uncured and continuing on the part of the Tenant on the date of exercise, and the Tenant or any entity which succeeds to Tenant’s rights hereunder pursuant to a Permitted Transfer is, as of the date of exercise and as of the commencement date of each Extension Term, actually occupying at least sixty percent (60%) of the Premises for its business purposes, the Tenant shall have the option right to extend this Lease the Term hereof for one (1) additional period of five (5) years on the following terms and conditions (the “Extension Option): (a) The Tenant shall have the right to extend the Term hereof for one additional term (1) period of five (5) years (the “Extension PeriodTerm), upon ) on the terms and conditions hereinafter set forth: forth in this Section 2.6(a) and (ab). Such right to extend the Term shall be exercised by the giving of notice by Tenant to Landlord at least twelve (12) If months prior to the Extension Option is exercised, then expiration of the Base Rent per annum for such Extension Period Initial Term (the “Option RentExtension Notice Deadline Date) ). Upon the giving of such notice on or before the Extension Notice Deadline Date, this Lease and the Term hereof shall be extended for an amount equal additional term of five (5) years, without the necessity for the execution of any additional documents except a document memorializing the Annual Fixed Rent for the Extension Term to be determined as set forth below. Time shall be of the essence with respect to the Fair Market Rental Value (as defined hereinafter) for Tenant’s giving notice to extend the Premises as of the commencement of Term on or before the Extension Option for such Extension PeriodNotice Deadline Date. (b) The Extension Option must Term shall be exercised by upon all the terms, conditions and provisions of this Lease except the Annual Fixed Rent during first Lease Year of the Extension Term shall be the Extension Fair Rental Value of the Premises as determined under Section 2.6(c) below (the “Then Applicable Annual Fixed Rental Rate”). If the Tenant makes a written request to the Landlord for a proposal for the Extension Fair Rental Value for the Extension Term, the Landlord shall make such a written proposal to the Tenant within thirty (30) days after receipt of he Tenant’s request therefor, if but in no event shall the Landlord be required to deliver such a proposal sooner than fourteen (14) months prior to the date as of which such proposal is to become effective. Alternatively, the Landlord may, at allits election, only at propose an Extension Fair Rental Value to the Tenant without any request having been made, but the making of such proposal shall not affect Tenant’s rights under Section 2.6(a) or accelerate the time and in the manner provided in this Section 51.1(b). (i) If which Tenant wishes to may exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration . The determination of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise Extension Fair Rental Value shall include a determination as to whether an Annual Fixed Rent Escalator Factor should be applicable to the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension OptionTerm, and, if so, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Optionamount thereof. (c) It is understood and agreed that For purposes of the Extension Option hereby granted Term described in this Section 2.6, the “Extension Fair Rental Value” of the Premises shall mean the then current fair market annual rent for leases of other comparable laboratory and office space that is personal in condition similar to Original the then “as-is” condition of the Premises, and located in the commercial markets that surround the MIT campus (East Cambridge, ▇▇▇▇▇▇▇ Square, Cambridgeport), taking into account the economic terms and conditions specified in this Lease that will be applicable thereto, including the savings, if any, due to the absence or reduction of brokerage commissions. The Landlord and the Tenant shall endeavor to agree upon the Extension Fair Rental Value of the Premises within thirty (30) days after the Tenant has exercised its option for the Extension Term. If the Extension Fair Rental Value of the Premises is not agreed upon by the Landlord and the Tenant within this time frame, each of the Landlord and the Tenant shall retain a real estate professional with at least ten (10) years continuous experience in the business of appraising or marketing similar commercial real estate in the Cambridge, Massachusetts area who shall, within thirty (30) days of his or her selection, prepare a written report summarizing his or her conclusion as to the Extension Fair Rental Value based upon the criteria set forth above. The Landlord and the Tenant shall simultaneously exchange such reports; provided, however, if either party has not obtained such a report as of the last day of said thirty (30) day period then the determination set forth in the other party’s report shall be final and binding upon the parties. If both parties receive reports within such time and the lower determination is within ten percent (10%) of the higher determination, then the average of these determinations shall be deemed to be the Extension Fair Rental Value for the Premises. If these determinations differ by more than ten percent (10%), then the Landlord and the Tenant shall mutually select a person with the qualifications stated above (the “Final Professional”) to resolve the dispute as to the Extension Fair Rental Value for the Premises. If the Landlord and the Tenant cannot agree upon the designation of the Final Professional within fifteen (15) days of the exchange of the first valuation reports, either party may apply to the American Arbitration Association, the Greater Boston Real Estate Board, or any successor thereto, for the designation of a Final Professional. Within ten (10) days of the selection of the Final Professional, the Landlord and the Tenant shall each submit to the Final Professional a copy of their respective real estate professional’s determination of the Extension Fair Rental Value for the Premises. The Final Professional shall not perform his or her own valuation, but rather shall, within thirty (30) days after such submissions, select the submission which is closest to the determination of the Extension Fair Rental Value for the Premises which the Final Professional would have made acting alone. The Final Professional shall give notice of his or her selection to the Landlord and the Tenant and is not transferable except to a Permitted Transferee such decision shall be final and binding upon the Landlord and the Tenant. Each party shall pay the fees and expenses of its real estate professional and counsel, if any, in connection with an assignment any proceeding under this paragraph, and one-half of Tenant’s entire interest in this Leasethe fees and expenses of the Final Professional. In the event of any assignment of this Lease or subletting of all of that the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise commencement of the Extension Option shallTerm occurs prior to a final determination of the Extension Fair Rental Value therefor (the “Extension Rent Determination Date”), if Landlord so elects in its absolute discretion, be ineffective in then until the event that Extension Rent Determination Date the Tenant shall pay the Annual Fixed Rent at the greater of (i) an Event of Default the rate specified by Tenant remains uncured at the time of delivery of the Exercise Notice, Landlord in its proposed Extension Fair Rental Value or (ii) the Annual Fixed Rent in effect immediately prior to the commencement of the Extension Term. If the Extension Fair Rental Value is determined to be greater than the Annual Fixed Rent paid with respect to the Premises for any portion of the Extension Term occurring prior to the Extension Rent Determination Date, then the Tenant shall have reduced pay to the size Landlord the amount of such underpayment together with the next installment of Annual Fixed Rent thereafter coming due, and if the Annual Fixed Rent for the Extension Term is determined to be less than the Annual Fixed Rent paid with respect to the Premises below one (1) full floor prior to the Extension Rent Determination Date, then the Landlord shall credit the amount of such overpayment against the Building by agreement with Landlord or pursuant to an express right in this Leasemonthly installments of Annual Fixed Rent thereafter coming due.

Appears in 1 contract

Sources: Lease Agreement (Beam Therapeutics Inc.)

Extension Option. Landlord hereby grants to Tenant shall have the an option to extend the term of this Lease (the “Extension Option”) on the same terms, conditions and provisions as contained herein, except as otherwise provided herein, for one additional term (1) period of five (5) years (the “Extension Period”). The Extension Period shall commence on July 1, upon the terms 2008 and conditions hereinafter set forth:shall expire on June 30, 2013. (a) If the Extension Option is exercised, then the A. Base Rent per annum for such square foot of rentable area of the Premises payable during the Extension Period (the “Option Rent”) shall be an amount equal to one hundred percent (100%) of the Fair Market Rental Value Rate (as defined hereinafterbelow) for lease terms commencing on or about the Premises as date of the commencement of the Extension Option for such Period, as reasonably determined by Landlord. Tenant shall be required to pay its proportionate share of Building Operating Expenses and Taxes during the Extension Period. B. If Tenant desires to exercise its option to extend for the Extension Period, Tenant shall deliver a written notice (ban “Extension Notice”) The to Landlord to such effect no earlier than March 1, 2007 and no later than May 1, 2007, time being of the essence. If not so exercised, Tenant’s option to extend for the Extension Option must be exercised by Period shall automatically expire. C. Within thirty (30) days following Landlord’s receipt of Tenant’s Extension Notice, Landlord shall deliver to Tenant a notice stating the Fair Market Rental Rate for the Extension Period (“Extension Period Rental Notice”). If the rental amount specified in the Landlord’s Extension Period Rental Notice is unacceptable to Tenant, if at all, only at Tenant shall have the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes right to rescind its exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is option to extend by delivering a recission notice to Landlord within fifteen (15) months before the expiration days following Landlord’s delivery of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Period Rental Notice”) to Landlord. If Tenant timely and properly exercises delivers its Extension Optionrecission notice to Landlord within the fifteen (15) day period, Tenant’s exercise of the option to extend the Lease Term shall be deemed null and void and this Lease shall expire at the end of the Term. If Tenant fails to deliver the recission notice within the fifteen (15) day period, this Lease shall be extended for the Extension Period upon all unless Tenant notifies Landlord in writing within such fifteen (15) day period that Tenant disagrees with Landlord’s determination of the terms and conditions set forth Fair Market Rental Rate, in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and which case Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment concurrently notify Landlord of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all determination of the Premises for Fair Market Rental Rate, and if the parties are unable to agree upon a period ending Fair Market Rental Rate within thirty (30) days after such response by Tenant (the “Negotiation Period”), then such dispute shall be settled by arbitration as hereinafter described. Landlord and Tenant, within fifteen (15) days after expiration of a Negotiation Period, shall each simultaneously submit to the other, in a sealed envelope, its good faith estimate of the last applicable Fair Market Rental Rate (collectively referred to as the “Estimates”). If the higher of such Estimates is not more than one hundred eighty five percent (180105%) days of the Term thereof (other than to a Permitted Transferee)lower of such Estimates, then the Extension Option Fair Market Rental Rate shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.be

Appears in 1 contract

Sources: Lease Agreement (Wells Real Estate Fund Xiii L P)

Extension Option. So long as this Lease is still in full force and effect, and subject to the Conditions (as hereinafter defined), which Landlord may waive, in its sole and absolute discretion, at any time, but only by notice to Tenant, Tenant shall have the option right to extend the Term of this Lease for one (1) additional period (the “Extension OptionExtended Term”) for one additional term of five (5) years (years, commencing on February 1, 2019, and expiring on January 31, 2024. All of the “Extension Period”)terms, upon covenants and provisions of this Lease applicable immediately prior to the terms and conditions hereinafter set forth: (a) If expiration of the Extension Option is exercised, then Initial Term shall apply to the Base Extended Term except that Annual Fixed Rent per annum for such Extension Period (payable by Tenant during the “Option Rent”) Extended Term shall be an amount equal to the Fair greater of: (i) $289,840.00 and (b) the Market Rental Value Rate (as defined hereinafterhereinafter defined) for the Premises determined as of the commencement of the Extension Option for such Extension Period. Extended Term, as designated by Landlord by written notice to Tenant (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term“Landlord’s Notice”), exercise but subject to Tenant’s right to dispute as hereinafter provided; and (ii) Tenant shall have no further right to extend the Extension Option by delivering written notice (Term of this Lease beyond the “Exercise Notice”) to LandlordExtended Term hereinabove provided. If Tenant timely and properly exercises delivers an Election Notice (as hereinafter defined) to Landlord, then Tenant shall have the right, on or after August 31, 2017, but on or before March 31, 2018, to deliver to Landlord a written request (“Tenant’s Request”) that Landlord deliver Landlord’s Notice to Tenant. If Tenant timely delivers Tenant’s Request, then Landlord shall deliver Landlord’s Notice to Tenant within thirty (30) days of Tenant’s Request. If Tenant shall elect to exercise the aforesaid option, it shall do so by delivering notice to Landlord (an “Election Notice”) of its Extension Optionelection not later than March 31, 2018. If Tenant fails to give any such notice to Landlord, the Term of this Lease Term shall be extended for automatically terminate no later than the Extension Period upon all end of the terms and conditions set forth in the LeaseInitial Term, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options option to extend the Lease Term. (ii) Term of this Lease, it being agreed that time is of the essence with respect to the giving of such notice. If Tenant fails shall extend the Term hereof pursuant to deliver a timely Exercise Noticethe provisions of this Section 2.3, Tenant such extension shall (subject to satisfaction of the Conditions, unless waived by Landlord) be considered to have elected not to exercise automatically effected without the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original execution of any additional documents, but Tenant and is not transferable except to a Permitted Transferee Landlord shall, at either party’s request, execute an agreement confirming the Annual Fixed Rent for the Extended Term. The “Conditions” are that, as of the date of the Election Notice there shall exist no Default of Tenant and the named Tenant as set forth in connection with an assignment of Tenant’s entire interest Section 1.1 (or any successor by Merger, or any Affiliate as defined in this Lease. In the event of any assignment of this Lease or subletting of all Subsection 6.2.1) shall actually no less than seventy-five percent (75%) of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and voidRentable Area. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 1 contract

Sources: Lease (Liquid Holdings Group, Inc.)

Extension Option. Tenant shall have the right and option to extend this Lease for one (1) consecutive period of four (4) years under the same terms and conditions as stated in the Lease (“Extension Option”) for one additional term of five (5) years (the “Extension Period”), upon with the terms and conditions hereinafter set forth: exceptions that (a) If no further extension options shall exist and (b) monthly rental for such extension term shall be based on the then prevailing market rental rate as determined by Landlord in good faith based on then recent lease extensions within the Building and in surrounding buildings of comparable quality, condition and age for space approximately the same size and location within comparable buildings in the Austin marketplace and taking into consideration any allowances and concessions offered with such rental, Tenant’s use and financial strength and other relevant factors (“Market Rental Rate”). Tenant may reject the Extension Option is exercised, then granted herein within ten (10) days following delivery to Tenant of Landlord’s determination of the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value Rate (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) “Rate Notice”). The Extension Option must shall be exercised exercisable by Tenant, if at all, only by timely delivery to Landlord of written notice of election at the time and in the manner provided in this Section 51.1(b). least six (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (126) months before prior to the expiration of the initial then current Lease Term Term, but no earlier than nine (but not before the date that is fifteen (159) months before prior to the expiration of the initial then current Lease Term. The option herein granted shall be deemed to be personal to Tenant, and if Tenant subleases any portion of the Premises or otherwise assigns or transfers any interest thereof to another party (other than a Permitted Transfer), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term such option shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Leaselapse. In the event that Tenant is then in default of any assignment of this Lease term or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured condition at the time of its exercise notice beyond any applicable notice, cure or grace period, then there shall be no extension of this Lease as provided herein. If Tenant desires to continue with the extension, but objects to the Market Rental Rate determined by Landlord, then Tenant must object to the same within said ten (10) business day period. No later than five (5) business days thereafter, Landlord and Tenant shall meet in an effort to negotiate, in good faith, the Market Rental Rate applicable to the Premises. If Landlord and Tenant have not agreed upon the Market Rental Rate applicable to the Premises within five (5) business days after meeting, then Landlord and Tenant shall each appoint a broker not later than forty-five (45) days following Landlord’s delivery of the Exercise Rate Notice. If Landlord’s broker and Tenant’s broker have failed to agree upon the Market Rental Rate within sixty (60) days following delivery of the Rate Notice, the two appointed brokers shall appoint a third broker (within five (5) business days following the expiration of said sixty (60) day period), and the Market Rental Rate shall be the arithmetic average of two (2) of the three (3) determinations which are the closest in amount, and the third determination shall be disregarded. If either Landlord or Tenant fails to appoint a broker within the prescribed time period, the failing party shall pay to the other party as liquidated damages $100.00 per day for each day following the deadline that such party fails to appoint a broker, not to exceed a total of $500.00. If the two (ii2) Tenant appointed brokers fail to agree upon a third (3rd) broker, then the parties shall have reduced the size local office of the Premises below one American Arbitration Association appoint the third (13rd) full floor broker and the parties shall share equally in the cost of such arbitration. Each party shall bear the costs of its own broker, and the parties shall share equally the cost of the third broker, if applicable. Each broker shall have at least ten (10) years’ experience in the leasing of similar commercial buildings in the submarket in which the Building by agreement with Landlord or pursuant to an express right in this Leaseis located and shall be a licensed real estate broker.

Appears in 1 contract

Sources: Commercial Industrial Lease Agreement (Everspin Technologies Inc)

Extension Option. Landlord hereby grants to Tenant shall have the an option to extend this the Lease (the “Extension Option”) Term for one additional term of (1) five (5) years year period (the “Extension Period”), upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such . The Extension Period (shall commence on the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before day following the expiration of the initial Lease Term (but not before the date that is fifteen “Extension Commencement Date”) and shall expire on the day preceding the fifth (155th) months before anniversary of the expiration Extension Commencement Date, unless sooner terminated in accordance with the terms and provisions of the Lease. (a) The Extension Period shall be upon the same terms, covenants, and conditions as set forth in the Lease with respect to the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for payable during the Extension Period shall be equal to ninety-five percent (95%) of the Fair Market Rental Rate (as provided defined below) for lease terms commencing on or about the Extension Commencement Date, as reasonably determined by Landlord, and in Section 51.1(a) and no event shall Landlord have any obligation to perform any work to the Premises for use or occupancy by Tenant or provide Tenant any allowance therefor. Tenant shall have no further options be obligated to pay Tenant’s Pro Rata Share of Basic Costs and Taxes during the Extension Period, if Tenant has elected to extend the Lease Term. (iib) If Tenant desires to exercise its option to extend, Tenant shall no earlier than fifteen (15) months prior to the expiration of the initial Lease Term, and no later than twelve (12) months prior to the expiration of the initial Lease Term, time being of the essence, notify Landlord in writing of its desire to extend and request of Landlord its determination of the Fair Market Rental Rate (“Tenant’s Initial Notice”). Landlord shall, within thirty (30) days of its receipt of Tenant’s Initial Notice, notify Tenant in writing (“Landlord’s Notice”) of the rental rate for the Extension Period (the “Extension Period Rental Rate”). If Tenant desires to extend the Lease Term for the Extension Period at the Extension Period Rental Rate, Tenant shall so notify Landlord in writing (the “Extension Notice”) within thirty (30) days after Landlord delivers Landlord’s Notice to Tenant. If Tenant does not so exercise its right for the Extension Period, then Tenant may notify Landlord in writing (the “Negotiation Notice”) within thirty (30) days after Landlord delivers Landlord’s Notice to Tenant that Tenant disagrees with Landlord’s determination of the Fair Market Rental Rate, in which case Tenant shall concurrently notify Landlord of Tenant’s determination of the Fair Market Rental Rate, and if the patties are unable to agree upon a Fair Market Rental Rate within thirty (30) days after such response by Tenant (the “Negotiation Period”), then such dispute shall be settled by binding arbitration as hereinafter described. If Tenant fails to deliver a timely Exercise Noticeeither the Extension Notice or Negotiation Notice within the time periods specified above, Tenant shall be considered to have elected not the option to exercise the Extension OptionPeriod shall be deemed waived, time being of the essence. If Tenant fails to timely exercise its rights hereunder, then within seven (7) days of Landlord’s request therefor, Tenant shall execute and deliver to Landlord a certification, in recordable form, confirming the Tenant’s failure to exercise (or waiver of) such right, and Tenant’s failure to so execute and deliver such certification shall (without limiting Landlord’s remedies on account thereof) entitle Landlord to execute and deliver to any third party, and record, an affidavit confirming the failure or waiver, which affidavit shall be binding on Tenant and may be conclusively relied on by third parties. (c) It is understood Landlord and agreed that Tenant, within fifteen (15) days after expiration of a Negotiation Period, shall each simultaneously submit to the other, in a sealed envelope, its good faith estimate of the Fair Market Rental Rate for the Extension Option hereby granted is personal Period (collectively referred to Original Tenant and as the “Estimates”). If the higher of such Estimates is not transferable except more than one hundred five percent (105%) of the lower of such Estimates, then the Fair Market Rental Rate shall be the average of the two Estimates. If the Fair Market Rental Rate is not so resolved pursuant to a Permitted Transferee in connection with the preceding sentence, Landlord and Tenant, within fifteen (15) days after the exchange of Estimates, shall each select an assignment appraiser to determine which of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of two Estimates more closely reflects the Fair Market Rental Rate for the Premises for the Extension Period. Each appraiser selected pursuant to this Section shall be certified as an MAI appraiser and shall have had at least ten (10) years experience as a period ending real estate appraiser of which at least the last five (5) years immediately preceding the Negotiation Period must be as a real estate appraiser working in the last one hundred eighty (180) days Andover, Massachusetts office market, with working knowledge of the Term thereof (other than to a Permitted Transferee)current rental rates and market practices. For purposes of this Section, “MAI appraiser” means an individual who holds an MAI designation conferred by, and is an independent member of, the Extension Option shall automatically terminate and shall thereafter be null and void. American Appraisal Institute (d) Tenant’s exercise of the Extension Option shallor its successor organization, if Landlord so elects in its absolute discretion, be ineffective or in the event that (ithere is no successor organization, the organization and designation most similar) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement and who is not affiliated with Landlord or pursuant Tenant. Upon selection, Landlord’s and Tenant’s appraisers shall work together in good faith to agree upon which of the two (2) Estimates more closely reflects the Fair Market Rental Rate for the Premises for the Extension Period. The Estimate chosen by such appraisers shall be binding on both Landlord and Tenant as the Base Rent rate for the Extension Period. If either Landlord or Tenant fails to appoint an express right appraiser within the fifteen (15) day period referred to above, then the appraiser appointed by the other party shall be the sole appraiser for the purposes hereof. If the two appraisers cannot agree upon which of the two Estimates most closely reflects the Fair Market Rental Rate within twenty (20) days after their appointment; then, within ten (10) days after the expiration of such twenty (20) day period, the two (2) appraisers shall select a third appraiser meeting the aforementioned criteria (or, if such two appraisers are unable to select a third appraiser, such selection shall be made by the President of the local chapter of the American Appraisal Institute [or its successor organization]). Once the third appraiser has been selected as provided for above, then, as soon thereafter as practicable, but in this Leaseany case within fourteen (14) days, the third appraiser shall make its determination of which of the two Estimates more closely reflects the Fair Market Rental Rate for the Premises for the Extension Period and such appraiser shall not select anything other than one of the two Estimates from Landlord and Tenant and the Estimate so selected by the third appraiser shall be binding on both Landlord and Tenant as the Fair Market Rental Rate for the Premises for the Extension Period. The ▇▇▇▇▇ whose Estimate is not selected as the Fair Market Rental Rate shall pay the costs of the third appraiser and of any experts retained by the third appraiser. Any fees of any appraiser, counsel or experts engaged directly by Landlord or Tenant, however, shall be borne by the party retaining such appraiser, counsel or expert.

Appears in 1 contract

Sources: Office Lease (Sige Semiconductor Inc)

Extension Option. Subject to the terms and conditions below, Tenant shall have the option to extend this Lease the Term for two (the “Extension Option”2) for one additional term of five (5) years year extension terms (each an "Extension Term") by notice given to Landlord at least one (1) year before the then applicable Expiration Date (any such notice, "Tenant's Option Exercise Notice"). Tenant's election shall be exercised, and Annual Base Rent for the Extension Period”)Term determined, upon as set forth below. If Tenant fails timely to exercise its option for any Extension Term, Tenant shall have no further extension rights hereunder. Tenant's option so to extend the Term shall be void, at Landlord's election, if Tenant is in monetary or other material default at the time Tenant elects to extend the Term or at the time the Term would expire but for such extension. The extension of the Term shall be applicable to the entire Premises and Tenant shall have no right to extend the Term for only a portion of the Premises. During the Extension Term, all provisions of this Lease shall apply except that Tenant shall have no further option to extend the Term after the last Extension Term. During each Extension Term, Tenant shall pay Annual Base Rent equal to the greater of (i) the Annual Base Rent then being paid under the Lease or (ii) ninety-five percent (95%) of the then prevailing market rate for a five (5) year lease of space in the same market area as the Premises and comparable to the Premises in terms of finish, age, building quality and amenities for a tenant of equal size and financial strength as Tenant, under terms and conditions hereinafter set forth: substantially the same as those of this Lease as though then available for single occupancy for the Permitted Uses (or any higher and better use then being made by Tenant) in "as-is" condition or such better condition in which Tenant is required to maintain the Premises (the "Fair Market Rent"). Fair Market Rent shall not include any increased rental value attributable solely to improvements to the Premises made and paid for by Tenant after the date of this Lease to the extent that the same: (a) If improve the Extension overall quality of the Property above the quality that exists as of the date of this Lease; and (b) do not consist of improvements that: (1) are necessary in order to cause the Premises to comply with any applicable legal requirements or to cause the Tenant to comply with its obligations under this Lease; (2) are necessary in order to maintain the Premises in at least as good a condition as the Premises are in as of the date of this Lease; (3) relate to ordinary maintenance and repair; (4) are made in connection with any casualty or condemnation; or (5) are necessary on account of any overburdening of the Premises by Tenant, any failure by the Tenant to care for, inspect and maintain the Premises and Building Systems in accordance with this Lease and otherwise in a commercially reasonable manner or any other act or omission of Tenant or its agents, contractors or invitees. Landlord shall notify Tenant of its estimate of the Fair Market Rent within thirty (30) days after its receipt of Tenant's Option is exercisedExercise Notice. Tenant shall have the option to accept or reject by written notice Landlord's estimate, or to withdraw its exercise of the extension option, in any case provided that : (1) Tenant gives Landlord written notice of such rejection or withdrawal within twenty one (21) days following delivery of Landlord's estimate, and (2) any notice of rejection contains Tenant's estimate of the Fair Market Rent (any such notice, "Tenant's Rejection Notice"). Tenant's failure to deliver a Tenant's Rejection Notice within such twenty one (21) day period shall be deemed to constitute Tenant's acceptance of Landlord's estimate of Fair Market Rent. In the event Tenant timely gives a Tenant Rejection Notice in accordance with the above terms, then the Base Fair Market Rent per annum for such Extension Period (the “Option Rent”) shall be arbitrated in accordance with the following procedure. In the event Landlord fails to notify Tenant of its estimate of Fair Market Rent as provided above, the parties shall determine Fair Market Rent by arbitration as set forth below. All estimates of Fair Market Rent shall consist of a single rent number and not a range. Within twenty (20) days after any Tenant's Rejection Notice given by Tenant, Landlord and Tenant each shall appoint as an amount equal arbitrator an MAI appraiser with at least ten (10) years experience as an appraiser of buildings in the Greater Boston area similar in size and character to the Premises, and shall give notice of such appointment to the other party. If either Landlord or Tenant shall fail to appoint an arbitrator within such twenty (20) day period, the other may apply to the Boston office of the American Arbitration Association ("AAA") for appointment of such an arbitrator five (5) business days after notice of such failure to the delinquent party if such arbitrator has not then been appointed. The two arbitrators shall, within five (5) business days after appointment of the second arbitrator, appoint a third arbitrator who shall be similarly qualified. If, within five (5) business days after appointment of the second arbitrator, the two arbitrators do not agree on the selection of the third arbitrator, then either arbitrator on behalf of both may request such appointment from the Boston office of the AAA. The arbitration shall be conducted in accordance with the commercial arbitration rules of the AAA insofar as such rules are not inconsistent with the provisions of this Lease (in which case the provisions of this Lease shall govern). The arbitrators shall be charged to reach a majority written decision in accordance with the standards for the Fair Market Rental Value Rent as provided herein, within twenty (20) days after the third arbitrator is appointed. The arbitrators shall not be obligated to select the estimates provided by Landlord or Tenant. If the AAA shall cease to provide arbitration for commercial disputes in Boston, the second or third arbitrator, as defined hereinafter) for the Premises as of case may be, shall be appointed by any successor organization providing substantially the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenantsame services, if at all, only at the time and in the manner provided absence of such an organization, by a court of competent jurisdiction under the arbitration act of The Commonwealth of Massachusetts. If Landlord should delay in giving the notice which begins the valuation procedures of this Section 51.1(b). (i) If Tenant wishes 2.3.1, or if the process should otherwise be delayed for any reason, then such procedures shall nevertheless remain in effect and be applicable when and as invoked with respect to exercise Annual Base Rent payable during the Extension OptionTerm; but until such procedures are completed, Tenant must, shall pay on or before account of Annual Base Rent at 110% of the date occurring rate established for Annual Base Rent for the last twelve (12) months before the expiration of the initial Lease Term (but not before and upon Fair Market Rent being established, Tenant shall pay the date that is fifteen same within ten (1510) months before days of such determination, retroactively to the expiration beginning of the initial Lease Extension Term), exercise . Each party shall bear the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all costs of the terms arbitrator selected by it and conditions set forth the cost of its own attorneys and witnesses; the parties shall share equally in the Lease, as amended, except that costs of the third arbitrator selected in accordance herewith and any other costs of the arbitration. The parties shall adjust for over or under payments within twenty (20) days after the decision of the arbitrators is announced. Promptly after the Annual Base Rent is determined for the each Extension Period shall be as provided in Section 51.1(a) Term, Landlord and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with enter into an assignment of Tenant’s entire interest in this Lease. In the event of any assignment amendment of this Lease or subletting of all of confirming the Premises for a period ending in the last one hundred eighty (180) days extension of the Term thereof (other than to a Permitted Transferee), and the Extension Option shall automatically terminate and shall thereafter be null and voidnew rate for Annual Base Rent. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 1 contract

Sources: Lease Agreement (Parlex Corp)

Extension Option. Tenant shall have may extend the option to extend this Lease (the “Extension Option”) Term for one additional term period of five (5) years (the “Extension Period”)years, upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as by delivering written notice of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes exercise thereof to exercise the Extension Option, Tenant must, on Landlord not earlier than 15 months or before the date occurring twelve (12) later than 12 months before the expiration of the initial Lease Term. The Basic Rent payable for each month during such extended Term (but not before including periodic increases in same) shall be the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice prevailing rental rate (the “Exercise NoticePrevailing Rental Rate) ), at the commencement of such extended Term, for renewals of space in the Plano/Legacy submarket of equivalent quality, size, utility and location, with the economic concessions landlords have accepted and granted in current transactions between non-affiliated parties from non-expansion and non-equity tenants of comparable creditworthiness for a comparable use for a comparable period of time, the length of the extended Term, the credit standing of Tenant and the amount and frequency of increases in Basic Rent to be taken into account. Within 30 days after receipt of Tenant’s notice to extend, Landlord shall deliver to Tenant written notice of the Prevailing Rental Rate and shall advise Tenant of the required adjustment to Basic Rent, if any, and the other terms and conditions offered. Tenant shall, within ten days after receipt of Landlord’s notice, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Prevailing Rental Rate. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all notifies Landlord that Tenant accepts Landlord’s determination of the Prevailing Rental Rate, then, within 30 days following the determination of the Prevailing Rental Rate, Landlord and Tenant shall execute an amendment to this Lease extending the Term on the same terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.except as follows:

Appears in 1 contract

Sources: Lease Agreement (Dirtt Environmental Solutions LTD)

Extension Option. In consideration for Tenant shall have not having been in default under this Lease more than twice within any one (1) year period during the Lease Term, Landlord hereby grants to Tenant one (1) option to extend this the Lease (the “Extension Option”) Term for one additional term a period of five (5) years (the Extension PeriodExtended Term”), upon on the following terms and conditions hereinafter set forthconditions: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as Tenant must give Landlord notice in writing of its exercise of the commencement option to extend the Lease Term no earlier than twelve (12) months nor later than nine (9) months before the date the Lease Term would end but for said exercise. Time is of the Extension Option for such Extension Periodessence. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but may not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, extend the Lease Term shall be extended for pursuant to the Extension Period upon all option granted by this Section 3.7 if Tenant has been in default in the performance of any of the terms and conditions set forth of the Lease more than twice within any one (1) year period during the Lease Term, or if Tenant shall have assigned or otherwise transferred its interest in this Lease and/or the Premises whether or not Landlord’s consent to such assignment or transfer has been given. If Tenant is in default under this Lease on the date that the Extended Term is to commence, then Landlord may elect to terminate this Lease, as amendednotwithstanding any notice given by Tenant of an exercise of its option to extend. (c) All terms and conditions of this Lease shall apply during the Extended Term, except that the Base Rent for the Extension Period Extended Term shall be as provided determined in accordance with this Section 51.1(a3.7, below. (d) and Once Tenant shall have no further options delivers notice of its exercise of the option to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant may not withdraw such exercise and, subject to the provisions of this Section 3.7, such notice shall operate to extend the Lease Term. Upon the extension of the Lease Term, the term “Lease Term” as used in this Lease shall thereafter include the Extended Term and the Lease Termination date shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all expiration date of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and voidExtended Term. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 1 contract

Sources: Net Lease Agreement (Laserscope)

Extension Option. Landlord grants to Tenant shall have the an option to extend this Lease (the “Extension Option”) for one additional to extend the term of five this Lease for two (52) additional periods of three (3) years (the “Extension PeriodRenewal Term), upon ) under the terms set forth below. Tenant shall not be entitled to exercise the Option unless each of the following conditions shall be fully satisfied at the time of its exercise: (i) the Lease shall be in full force and effect; (ii) the Tenant originally named in this Lease or a permitted assignee shall be in possession of the entire Premises; and (iii) Tenant shall not have been in default under any of the material terms, provisions, covenants or conditions hereinafter set forth: of the Lease. In order to exercise the Option, Tenant must first give written request to Landlord, not less than six (a6) If months prior to the Extension Option is exercisedExpiration Date of the Lease Term, then the for delivery of Landlord’s determination of Market Rent, as defined below. Base Rent per annum for such Extension Period (the “Option Rent”) Renewal Term shall be an amount equal to the Fair Market Rental Value Rent, as determined in accordance with this section (“Market Rent”). Within thirty (30) days following its receipt of Tenant’s request, Landlord shall advise Tenant of Market Rent for each year of the Renewal Term. Landlord shall determine Market Rent (including escalations for each successive year of the Renewal Term) in its reasonable judgment. Landlord’s determination of the Market Rent shall be based, as defined hereinafterLandlord reasonably deems appropriate, upon then current and projected rents for space in the Building, adjusted for any special conditions applicable to such space and leases, for location, length of term, amount of space and other factors Landlord deems relevant in computing rents for space in the Building, including adjustments for anticipated inflation. If Landlord and Tenant are unable to agree upon Market Rent, Tenant may nevertheless exercise its option by notifying Landlord, within 30 days from the date on which Tenant was first advised by Landlord of its initial determination of Market Rent, that Tenant has elected to exercise the Option at the Market Rent determined by Landlord subject to a reservation of Tenant’s right to arbitrate Landlord’s determination of Market Rent in accordance with this Section. If the parties cannot agree in writing on Market Rent and Tenant timely exercises the Option, then within thirty (30) for days after Tenant’s exercise of the Premises as Option, Tenant and Landlord shall each select a licensed MAI appraiser with at least ten (10) years substantial commercial leasing expertise particularly in this area of Palm Beach County, Florida and notify the other party of such selection. The selected appraisers shall in turn select a similar third appraiser who will determine Market Rent. The parties shall share equally the cost of the third appraiser. If either party fails to timely select an appraiser and notify the other party of such selection, the other party’s timely selected appraiser shall unilaterally determine Market Rent. If Tenant elects to exercise the Option subject to its reservation to contest Market Rent, Tenant shall nonetheless on the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised Renewal Term begin paying Base Rent at Market Rent determined by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension OptionMarket Rent is ultimately determined to be other than the amount initially determined by Landlord, the next due payment or payments of Rent shall be appropriately adjusted to reflect such overpayment or underpayment retroactive to commencement of the Renewal Term. If Tenant exercises the Option as provided, the Expiration Date of the Lease Term shall be extended for the Extension Period upon all length of the terms Renewal Term and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and adjusted to Market Rent. If Tenant shall have no further options fail to extend timely exercise the Lease Term. (ii) If Tenant fails to deliver a timely Exercise NoticeOption as provided, Tenant shall be considered deemed to have elected not waived its right to exercise the Extension Option. (c) It is understood Option and agreed that to occupy the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In Premises beyond the event of any assignment of this Lease or subletting of all initial Term of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 1 contract

Sources: Lease Agreement (Pc Connection Inc)

Extension Option. Provided that there has been no Event of Default which is uncured and continuing on the part of the Tenant and the Tenant is, as of the date of exercise and as of the commencement date of the Extension Term (as such term is defined below), actually occupying sixty percent (60%) or more of the Premises for its own business purposes, the Tenant shall have the option right to extend this Lease (the “Extension Option”) Term hereof for one (1) additional term period of five (5) years (the “Extension PeriodTerm”), upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must ARTICLE I. Such right to extend the Term shall be exercised by Tenant, if the giving of notice by Tenant to Landlord at all, only at the time and in the manner provided in this Section 51.1(b). least nine (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (129) months before prior to the expiration of the initial then current Term. Upon the giving of such notice, this Lease and the Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term hereof shall be extended for an additional term of five (5)years without the necessity for the execution of any additional documents except a document evidencing the Annual Fixed Rent for the Extension Period Term to be ACTIVE/103568117.9 determined as set forth below. Time shall be of the essence with respect to the Tenant’s giving notice to extend the Term. (1) The Extension Term shall be upon all the terms, conditions and provisions of this Lease except the Annual Fixed Rent during such five (5) year Extension Term shall be the then Extension Fair Rental Value of the Premises for such Extension Term to be determined under this Section 2.6. (2) For purposes of the Extension Term described in this Section 2.6, the “Extension Fair Rental Value” of the Premises shall mean the then current fair market annual rent for leases of other space similarly improved in the commercial markets that surround the MIT campus (East Cambridge/▇▇▇▇▇▇▇ Square/Cambridgeport), taking into account the condition to which such premises, have been improved (excluding Tenant Removable Property) and the economic terms and conditions specified in this Lease that will be applicable thereto, including the savings, if any, due to the absence or reduction of brokerage commissions. The Landlord and Tenant shall endeavor to agree upon the Extension Fair Rental Value of the Premises within thirty (30) days after the Tenant has exercised the option for the Extension Term. If the Extension Fair Rental Value of the Premises is not agreed upon by the Landlord and the Tenant within this time frame, each of the Landlord and the Tenant shall retain a real estate professional with at least ten (10) years continuous experience in the business of appraising or marketing (including brokering) similar commercial real estate in the Cambridge, Massachusetts area who shall, within thirty (30) days of his or her selection, prepare a written report summarizing his or her conclusion as to the Extension Fair Rental Value. The Landlord and the Tenant shall simultaneously exchange such reports; provided, however, if either party has not obtained such a report within fortyfive (45) days after the last day of the thirty (30) day period referred to above in this Section 2.6, then the determination set forth in the Leaseother party’s report shall be final and binding upon the parties. If both parties receive reports within such time and the lower determination is within ten percent (10%) of the higher determination, as amended, except that then the Base Rent average of these determinations shall be deemed to be the Extension Fair Rental Value for the Extension Period shall be as provided in Section 51.1(a) Premises. If these determinations differ by more than ten percent (10%), then the Landlord and the Tenant shall have no further options mutually select a person with the qualifications stated above (the “Final Professional”) to extend resolve the Lease Term. (ii) If Tenant fails dispute as to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood Fair Rental Value for the Premises. If the Landlord and agreed that the Extension Option hereby granted is personal to Original Tenant and is cannot transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In agree upon the event of any assignment of this Lease or subletting of all designation of the Premises for a period ending in the last one hundred eighty Final Professional within ten (18010) days of the Term thereof (other than exchange of the first valuation reports, either party may apply to a Permitted Transferee)the American Arbitration Association, the Extension Option Greater Boston Real Estate Board, or any successor thereto, for the designation of a Final Professional. Within ten (10) days of the selection of the Final Professional, the Landlord and the Tenant shall automatically terminate and shall thereafter be null and void. (d) Tenanteach submit to the Final Professional a copy of their respective real estate professional’s exercise determination of the Extension Option shallFair Rental Value for the Premises. The Final Professional shall then, if Landlord so elects in its absolute discretionwithin thirty (30) days of his or her selection, be ineffective in prepare a written report summarizing his or her conclusion as to the event that Extension Fair Rental Value (i) an Event of Default by Tenant remains uncured at the time of delivery “Final Professional’s Valuation”). The Final Professional shall give notice of the Exercise Notice, or (ii) Final Professional’s Valuation to the Landlord and the Tenant and such decision shall have reduced be final and binding upon the size of Landlord and the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.ACTIVE/103568117.9

Appears in 1 contract

Sources: Lease Agreement (Vericel Corp)

Extension Option. Tenant shall have Sublandlord hereby grants to Subtenant the option to extend the Sublease Term for one (1) additional term of Forty Eight (48) months, expiring on April 30, 2015, or on such earlier date upon which said term may expire or be cancelled or terminated pursuant to any of the provisions of this Lease Sublease (the “Extension OptionTerm), upon and subject to the following terms and conditions: (i) for one additional term The Extension Term shall commence on the day next succeeding the Expiration Date of five the initial Sublease Term. (5ii) years Subtenant shall exercise such option as to the Extension Term by giving written notice of exercise of the option (the “Extension PeriodNotice)) to Sublandlord at least twelve (12) months but no more than eighteen (18) months before the first day of the Extension Term, upon time being of the terms essence. (iii) Upon the date of delivery of the Extension Notice and conditions hereinafter set forthon the Expiration Date of the initial Sublease Term, no Event of Default by Subtenant shall exist. (iv) If Subtenant elects to extend the Sublease Term for the Extension Term, all the provisions of this Sublease shall be applicable during such Extension Term except that: (a1) If Subtenant shall have no further right to extend the Sublease Term beyond the expiration of the Extension Option is exercised, then the Base Rent per annum for such Extension Period Term; (the “Option Rent”2) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises Effective as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term Fixed Rent in effect shall be extended the fair market rental for the fully built-out Sublease Premises for the Extension Period upon all of the terms and conditions set forth in the LeaseTerm (including annual increases therein), as amended, except determined by Sublandlord in good faith; provided that the Base Rent such fair market rental for the Extension Period Term shall not be less than [**] Dollars ($[**]) per rentable square foot on a triple net basis; provided, further, if Subtenant shall disagree with Sublandlord’s determination of the fair market rental, then the same shall be determined pursuant to Exhibit Y attached hereto. If Subtenant timely exercises the aforesaid extension option as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease herein, “Sublease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered deemed to have elected not to exercise mean the initial Sublease Term plus the Extension Option. (c) It is understood Term and agreed that the Extension Option hereby granted is personal “Expiration Date” shall be deemed to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In mean the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise final day of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this LeaseTerm.

Appears in 1 contract

Sources: Sublease Agreement (Momenta Pharmaceuticals Inc)

Extension Option. Tenant shall have the option (the "Extension Option") to extend the Term of this Lease (the “Extension Option”) for one additional term (1) period of five (5) years (the "Extension Period”)Term") with respect to all, upon but not less than all, of the terms and conditions hereinafter set forthPremises, in accordance with the following provisions: (a) Such option shall be exercisable by written notice (an "Extension Notice") delivered to Landlord not earlier than twenty (20) months nor later than eighteen (18) months prior to the Expiration Date. If Tenant fails to deliver the Extension Notice in accordance with such time restriction, the Extension Option is exercisedcontemplated by this Section 2.3 shall be deemed waived and of no further force and effect, then time being of the essence. The rate of Base Rent per annum for such payable by Tenant during the Extension Period (Term upon the “Option Rent”) entirety of the Premises shall be an amount equal to ninety-five percent (95%) of the Fair "Extension Market Rental Value Rate" determined as of the date which is 18 months prior to the end of the Term. (b) For purposes hereof the phrase "Extension Market Rate" means the base rent at the per annum rate at which the entirety of the Premises, in its then "as-is" condition except for recarpeting and repainting to be provided by Landlord, would be leased to a single tenant on a basis which is net to the same extent as defined hereinafter) for this Lease, by a willing landlord not compelled to lease and to a willing third-party tenant not compelled to lease (based on the obligations and rights of Landlord and Tenant under this Lease to the extent applicable during the Extension Period, the length of the Extension Term, and taking into account the amenities of the Building, that no commissions are payable by Landlord in connection with such extension). If Tenant properly and timely delivers the Extension Notice and does not deliver an Extension Retraction Notice, Landlord shall recarpet and repaint the Premises as of on or before the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at Term consistent with the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration standards of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease TermLeasehold Improvements. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Appears in 1 contract

Sources: Lease Agreement (Renaissance Worldwide Inc)

Extension Option. Article 34 (Option to Renew) of the Lease is hereby deleted in its entirely. Provided the Lease, as amended hereby, is in full force and effect and Tenant is not in default under any of the other terms and conditions of the Lease, as amended hereby, at the time of notification or commencement, Tenant shall have the one (1) option to extend this Lease (the “Extension Option”) the Lease for one additional a term of five (5) years (the “Second Extension PeriodTerm”), upon the terms and conditions hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the portion of the Premises being leased by Tenant as of the commencement of date the Second Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes Term is to exercise the Extension Option, Tenant mustcommence, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the same terms and conditions set forth in the Lease, as amendedamended hereby, except that as modified by the Base Rent for terms, covenants and conditions as set forth below. Notwithstanding the foregoing, Tenant may only exercise the Extension Period Option hereunder if (a) at the time of exercise, Tenant is conducting regular, active, ongoing business in, and is in occupancy, (b) at the time of exercise, no part of the Premises is sublet; and (c) the Lease has not been assigned (other than to an Affiliated Transferee). 12.1 If Tenant elects to exercise the Extension Option, then Tenant shall be as provided in Section 51.1(aprovide Landlord with written notice no earlier than the date which is three hundred sixty-five (365) and days prior to the expiration of Extended Term but no later than the date which is two hundred seventy (270) days prior to the expiration of the Extended Term. If Tenant fails to provide such notice, Tenant shall have no further options or additional right to extend the Lease Extended Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant 12.2 The Minimum Monthly Rent in effect at the expiration of the Extended Term shall be considered adjusted to reflect the Prevailing Market (defined below) rate. Landlord shall advise Tenant of the new Minimum Monthly Rent for the Premises no later than thirty (30) days after receipt of Tenant's written request therefor. Said request shall be made no earlier than thirty (30) days prior to the first date on which Tenant may exercise its Extension Option under this Section 12. Said notification of the new Minimum Monthly Rent may include a provision for its escalation to provide for a change in the Prevailing Market rate between the time of notification and the commencement of the Second Extension Term. 12.3 This Extension Option is not transferable (other than to an Affiliated Transferee that is an assignee of Tenant’s interest in this Lease); the parties hereto acknowledge and agree that they intend that the Extension Option shall be “personal” to Tenant as set forth above and that in no event will any assignee (other than an Affiliated Transferee) or sublessee have elected not any rights to exercise the Extension Option. (c) It is understood and agreed that 12.4 If the Extension Option hereby granted is personal validly exercised or if Tenant fails to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), validly exercise the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shallOption, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced no further right to extend the size Extended Term. 12.5 For purposes of this Extension Option, “Prevailing Market” shall mean the arms length fair market annual rental rate per rentable square foot under renewal leases and amendments entered into on or about the date on which the Prevailing Market is being determined hereunder for space comparable to the Premises in the Building and buildings comparable to the Building in the same rental market in the San Jose, California area as of the Premises below one (1) full floor date the Second Extension Term is to commence, taking into account the specific provisions of the Building by agreement with Landlord Lease, as amended hereby, which will remain constant. The determination of Prevailing Market shall take into account any material economic differences between the terms of the Lease, as amended hereby, and any comparison lease or pursuant to an express right amendment, such as rent abatements, construction costs and other concessions and the manner, if any, in this Leasewhich the landlord under any such lease is reimbursed for operating expenses and taxes.

Appears in 1 contract

Sources: Office Lease (Sphere 3D Corp)

Extension Option. Subject to Subsection B below, Tenant shall have may at its option extend the option to extend Term of this Lease as to Buildings B and C for three (the “Extension Option”3) for one additional term successive periods of five (5) years (each. Provided that Tenant has exercised the “Extension Period”), upon the terms prior and conditions hereinafter set forth: (a) If the Extension Option is exercised, concurrent extension options then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal available as to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time Buildings B and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension OptionC, Tenant mustshall also have the option to extend the Term of this Lease as to Buildings A and D for two (2) successive periods of five (5) years each, on or before and (provided that Tenant has previously exercised the date occurring twelve prior and concurrent extension options then available as to Buildings A, B, C, and D) Tenant shall have an additional option to extend the Term of this Lease as to Buildings A and D for a period of four (124) months before the expiration of the initial Lease Term (but not before the date that years. Each such renewal period is fifteen (15) months before the expiration of the initial Lease called a "Renewal Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord". If Tenant timely and properly exercises its Extension Option, the Lease Each Renewal Term shall be extended for upon the Extension Period upon all of the same terms and conditions set forth contained in the this Lease, as amended, except that the payment of Base Rent for and any Tenant Improvement Allowance during the Extension Period Renewal Term shall be as determined in the manner set forth below; and any reference in the Lease to the "Term" of the Lease shall be deemed to include any Renewal Term and apply thereto, unless it is expressly provided in Section 51.1(a) and otherwise. Tenant shall have no further options to extend the Lease Termadditional extension options. (ii) If Tenant fails to deliver A. The Base Rent during a timely Exercise Notice, Tenant Renewal Term shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment greater of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery Base Rent applicable to the last day of the Exercise Noticefinal Lease Year prior to the applicable Renewal Term, or (ii) Tenant shall have reduced the size then Market Rate (defined hereinafter) for such space for a term commencing on the first day of the Premises below one (1) full floor Renewal Term. "Market Rate" shall mean the then prevailing market rate for a comparable term commencing on the first day of the Building by agreement with Renewal Term for tenants of comparable size and creditworthiness for comparable space in other projects of similar quality in the vicinity of the Project and taking into account the age, condition, size extent of improvement, Landlord or pursuant provided services and other aspects of such comparable projects to an express right in this Lease.the Project which would affect market rental values at the commencement of the applicable Renewal Term, including the value

Appears in 1 contract

Sources: Lease (Clarify Inc)

Extension Option. ​ (a) Provided that as of the time of the giving of the Extension Notice and the Commencement Date of the Extension Term, (x) Tenant is the Tenant originally named herein, (y) Tenant actually occupies all of the Premises initially demised under this Lease and any space added to the Premises, and (z) no Event of Default exists or would exist but for the passage of time or the giving of notice, or both, then Tenant shall have the option right to extend this Lease the Term (the “Extension Option”) for one additional term of five (5) years (such additional term is hereinafter called the “Extension PeriodTerm), upon ) commencing on the terms and conditions day following the expiration of the Term (hereinafter set forth: (a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (referred to as the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement Commencement Date of the Extension Option for such Term”). Tenant shall give Landlord written notice (hereinafter called the “Extension Period.Notice”) of its election to extend the term of the initial Term not less than six (6) full calendar months prior to the expiration of the initial Term and not more than nine (9) full calendar months prior to the expiration of the initial Term. ​ (b) The Base Rent payable monthly by Tenant to Landlord during the Extension Option must Term shall be exercised by Tenant, if at all, only at the time greater of (i) the Base Rent applicable to the last year of the initial Term and (ii) the then prevailing market rate for comparable space in the manner provided Project and comparable buildings in this Section 51.1(bthe vicinity of the Project for non- sublease, non-encumbered, non-equity space comparable in size, location and quality to the Premises, as reasonably determined by Landlord, taking into account the size of the Lease, the length of the renewal term, market escalations and the credit of Tenant. The Base Rent shall not be reduced by reason of any costs or expenses saved by Landlord by reason of Landlord’s not having to find a new tenant for such premises (including, without limitation, brokerage commissions, costs of improvements, rent concessions or lost rental income during any vacancy period). (ic) If Tenant wishes The determination of Base Rent does not reduce the Tenant’s obligation to exercise the Extension Option, Tenant must, on pay or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely reimburse Landlord for Operating Expenses and properly exercises its Extension Option, the Lease Term shall be extended for the Extension Period upon all of the terms and conditions other reimbursement items as set forth in the Lease, and Tenant shall reimburse and pay Landlord as amended, except that set forth in Lease with respect to such Operating Expenses and other items with respect to the Premises during the Extension Term without regard to any cap on such expenses set forth in the Lease. ​ (d) Except for the Base Rent for as determined above, Tenant’s occupancy of the Premises during the Extension Period Term shall be on the same terms and conditions as provided are in Section 51.1(a) and effect immediately prior to the expiration of the initial Term; provided, however, Tenant shall have no further right to any allowances, credits or abatements or any options to expand, contract, renew or extend the Lease. (e) Time is of the essence as to the giving of the Extension Notice. If Tenant does not give the Extension Notice within the period set forth in paragraph (a) above, Tenant’s right to extend the Lease Term shall automatically terminate. ​ (f) Landlord shall have no obligation to refurbish or otherwise improve the Premises for the Extension Term.. The Premises shall be tendered on the Commencement Date of the Extension Term in “AS-IS” condition. ​ ​ (g) If Tenant is entitled to and validly exercises its Extension Option, Landlord shall prepare an amendment (the "Extension Amendment") to reflect changes in the Base Rent, Term, Termination Date and other appropriate terms. The Extension Amendment shall be (i) sent to Tenant within a reasonable time after determination of the applicable Base Rent rate for the Extension Term, and (ii) If executed by Tenant fails and returned to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise Landlord within 15 days after the Extension Option. (c) It Amendment is understood and agreed that delivered to Tenant by Landlord. Notwithstanding the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with foregoing, an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s otherwise valid exercise of the Extension Option shallshall be fully effective whether or not the Extension Amendment is executed. (h) If Tenant exercises its right to extend the term of the Lease for the Extension Term pursuant to this Exhibit, if Landlord so elects in its absolute discretion, be ineffective the term “Term” as used in the event that Lease, shall be construed to include, when practicable, this Extension Term. (i) an Event Notwithstanding anything herein to the contrary, Tenant’s Extension Option is subject and subordinate to the expansion rights (whether such rights are designated as a right of Default by Tenant remains uncured at the time first offer, right of delivery of the Exercise Noticefirst refusal, expansion option, or (iiotherwise) Tenant shall have reduced the size of the Premises below one (1) full floor any tenant of the Building existing on the date hereof. ​ (j) Notwithstanding anything herein to the contrary, Tenant’s Extension Option is personal to Tenant and in no event shall such Extension Option be assignable. ​ ​ THIS FIRST AMENDMENT TO MULTI-TENANT INDUSTRIAL TRIPLE NET LEASE dated , 2020 (this “First Amendment”) is entered into by agreement and between ICON RENO PROPERTY OWNER POOL 3 NEVADA, LLC, a Delaware limited liability company (“Landlord”), and DRAGONFLY ENERGY CORP., a Nevada corporation (“Tenant”), with Landlord or pursuant reference to an express right in this Lease.the following: ​

Appears in 1 contract

Sources: Multi Tenant Industrial Triple Net Lease (Chardan NexTech Acquisition 2 Corp.)

Extension Option. Tenant Subject to the terms hereof, Subtenant shall have the right (“Extension Right”) to extend the Sublease Term on the same terms and conditions as this Sublease except for the change in Base Rent as provided below and there shall be no further Renewal Options. Provided that (i) a default as described in this Sublease shall not have occurred and be continuing beyond applicable notice and cure periods on the day on which Subtenant purports to exercise the Extension Right on the first day of the Renewal Term (as defined below), and (ii) the Subtenant named herein or a Permitted Transferee is actually occupying at least 75% of the entire Subleased Premises as of each of said dates, Subtenant shall have the option to extend this Lease (the “Extension Option”) for one additional term of five (5) years to extend the Sublease Term until August 15, 2026 (the “Extension PeriodRenewal Term”), upon unless sooner terminated as provided in this Sublease, subject to all the terms and conditions hereinafter set forth: (a) If of this Sublease except for the Extension Option is exercised, then the change in Base Rent per annum for such Extension Period (the “Option Rent”) as provided below and there shall be an amount equal to no further Extension Option. Subtenant shall exercise the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by TenantRenewal Option, if at all, only at the time and in the manner provided in this Section 51.1(b). by giving written notice (i“Notice to Renew”) If Tenant wishes of exercise to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is Sublandlord no later than fifteen (15) months before the prior to expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to LandlordSublease Terra. If Tenant timely and properly exercises its Extension OptionSubtenant fails to give such notice to Sublandlord within such time, the Lease Term Subtenant shall be extended for the Extension Period upon all of the terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered deemed to have elected not waived the right to exercise the Extension Renewal Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term thereof (other than to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void. (d) TenantUpon Subtenant’s exercise of the Extension Option shallRenewal Option, if Landlord so elects the Sublease Term shall be deemed to include the Renewal Term. The annual Base Rent payable during the Renewal Term shall be the fair market rent for comparable first class office space in its absolute discretioneffect in the 128 West office market on the commencement date of the Renewal Term (the “Fair Market Rent”). The determination of Fair Market Rent (whether such determination is made by Sublandlord and/or Subtenant or the brokers referenced herein) shall take into account all relevant factors. The Fair Market Rent shall be determined as follows: (1) Within fifteen (15) calendar days after receipt of a Notice to Renew, Sublandlord shall furnish Subtenant with Sublandlord’s estimate of Fair Market Rent (“Sublandlord’s Rent Estimate”). (2) Within fifteen (15) calendar days after receipt of Sublandlord’s Rent Estimate, Subtenant shall respond and specify whether and the extent to which Subtenant disputes Sublandlord’s Rent Estimate. (3) If Subtenant disputes Sublandlord’s Rent Estimate, Subtenant and Sublandlord shall negotiate in good faith for an additional thirty (30) calendar days to reach agreement on the Fair Market Rent. (4) If Subtenant and Sublandlord shall not have reached agreement as to the Fair Market Rent after such additional thirty (30) calendar days, Sublandlord and Subtenant, within ten (10) calendar days after the expiration of such thirty (30) calendar day period, shall each select a real estate broker affiliated with a major Boston commercial real estate brokerage firm and having at least fifteen (15) years’ experience in the field with office properties similar to the Building in the Boston area to determine the Fair Market Rent. The two selected brokers shall within fourteen (14) calendar days appoint a third broker having the qualifications described above (the “Third Broker”). Each party shall pay the fees and expenses of the broker it selected and the fees and expenses of the Third Broker shall be ineffective in borne equally by both parties. (5) Within thirty (30) calendar days after the selection of the Third Broker, the brokers shall determine the Fair Market Rent In the event that the brokers have not agreed upon the Fair Market Rent within such thirty (i30) an Event day period, each broker shall simultaneously deliver, within ten (10) calendar days thereafter, a written appraisal of Default by Tenant remains uncured at the Fair Market Rent to Sublandlord and Subtenant, and the Fair Market Rent shall be the average of the two closest appraisals. (6) If Sublandlord or Subtenant shall have failed to designate a broker within the time of delivery period provided therefor above, then the broker which has been designated, whether by Sublandlord or Subtenant, shall alone make the determination of the Exercise NoticeFair Market Rent. If Subtenant and Sublandlord have both designated brokers but the two brokers so designated do not agree upon and designate the third broker willing so to act within the time period provided therefor above, the Subtenant, the Sublandlord or either broker previously designated may request the Greater Boston Real Estate Board, Inc. to designate the third broker willing so to act and a broker so appointed shall, for all purposes, have the same standing and powers as though such broker had been seasonably appointed by the brokers first appointed. In case of the inability or refusal to serve of any person designated as a broker, or (ii) Tenant in case any broker for any reason ceases to be such, a broker to fill such vacancy shall have reduced be appointed by the size of Subtenant, the Premises below one (1) full floor of Sublandlord, the Building by agreement with Landlord broker first appointed or pursuant to an express right in this Leasethe said Greater Boston Real Estate Board, Inc., as the case may be, whichever made the original appointment.

Appears in 1 contract

Sources: Sublease (Chiasma, Inc)

Extension Option. Tenant shall have Subject to the provisions hereinafter set forth, Sublandlord hereby grants to Subtenant an option to extend this Lease (the “Extension Option”) for one additional term of five this Sublease on the same terms, conditions and provisions as contained in this Sublease (5) years including payment of Rent Adjustment and Subtenant’s Share where required), to be co-extensive with the initial term of the Prime Lease, ending June 30, 2012 (the “Extension Period”), upon which Extension Period shall commence on the terms and conditions hereinafter set forth:fourth (4th) anniversary of the Commencement Date (the “Extension Period Commencement Date”). (a) If Said option shall be exercisable by written notice from Subtenant to Sublandlord of Subtenant’s election to exercise said option given not later than the date which is six (6) months prior to the Extension Option is exercisedPeriod Commencement Date, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as time being of the commencement of the Extension Option for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice essence (the “Exercise Notice”) to Landlord). If Tenant timely Subtenant’s option is not so exercised, said option shall thereupon expire. (b) Subtenant may only exercise said option, and properly exercises its Extension Optionan exercise thereof shall only be effective, if at the Lease Term shall be extended for time of Subtenant’s exercise of said option and on the Extension Period upon all of the terms Commencement Date this Sublease is in full force and conditions set forth effect and Subtenant is not in the Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Optiondefault under this Sublease. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment Base Rent-per square foot of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all rentable area of the Premises for a period ending payable during the Extension Period with respect to all space included in the last one hundred eighty Premises as of the Extension Period Commencement Date shall be equal to the Market Rental Rate (180as hereinafter defined), but in no event shall rent be less than the Base Rent per square foot of rentable area payable by Subtenant immediately prior to the expiration of the initial term of this Sublease. Sublandlord shall give Subtenant written notice of the Market Rental Rate within ten (10) days following receipt of the Term thereof Exercise Notice but Sublandlord is not obligated to give notice of Market Rental Rate more than nine (other than 9) months prior to a Permitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and voidPeriod Commencement Date. (d) Tenant’s exercise of If Subtenant has validly exercised said option and such rent has been determined, then within thirty (30) days after request by either party hereto Sublandlord and Subtenant shall enter into a written amendment to this Sublease confirming the rent applicable to the Extension Option shallPeriod as determined in accordance herewith, if Landlord so elects in its absolute discretion, with such revisions to the rental provisions of this Sublease as may be ineffective in necessary to conform such provisions to the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall have reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this LeaseMarket Rental Rate.

Appears in 1 contract

Sources: Sublease Agreement (Intervoice Inc)