Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H). (B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation. (C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof
Appears in 5 contracts
Sources: Lease Agreement (Irobot Corp), Lease Agreement (Irobot Corp), Lease Agreement (Irobot Corp)
Extension Option. Provided the original Tenant (Aor tenant under a Permitted Transfer) On named herein is itself occupying greater than seventy-five percent (75%) of the conditions (which conditions Landlord may waive by written notice to Tenant) that both Premises at the time of giving its notice to exercise of the herein described applicable its option to extend and as of at the commencement of the Extended Extension Term in question (i) there exists no monetary or other material Event of Default (as defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereofherein), Tenant shall have the right and option to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained for one (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth1) for two (2) periods additional period of five (5) years each as hereinafter set forth(“Extension Term”). Each The right and option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication so extend the term shall be personal to the contrary Landlord has no obligation Tenant executing this Lease and such right and option may not be assigned or transferred to make any additional payment other party or entity. The Extension Term is to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result commence immediately upon expiration of the exercise by Tenant of any such option initial two (although 2) year Term (the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H“Original Term”).
(B) If Tenant desires to exercise its applicable option to extend the Term, then provided that Tenant shall give Landlord notice to Landlord, not earlier of Tenant’s exercise of such option by no later than sixteen nine (169) months nor later and no earlier than twelve (12) months prior to the then scheduled expiration of the Lease Term (as it may have been previously extended hereunder) Original Term, and provided further that no Default exists at the time of giving such notice or at the commencement of the Extension Term. If a Default exists at the time of giving such notice or at the time of commencement of the Extension Term, Tenant's request for ’s exercise of such option shall, at the option of Landlord's quotation , be null and void and of no further force and effect. Prior to the exercise by Tenant of a proposed Annual Fixed Rent for any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable Extended to the Extension Term, which quotation Landlord except that there shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's requestbe no further extension terms. If at Tenant shall give notice of its exercise of said option to extend in the expiration manner and within the time period provided aforesaid, the Term shall be extended upon the giving of thirty (30) days after such notice without the date when requirement of any further action on the part of either Landlord or Tenant. If Tenant receives Landlord's quotation shall fail to give timely notice of the proposed Annual Fixed Rent exercise of such option as aforesaid (the "Negotiation Period")aforesaid, Landlord and Tenant shall have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending no right to extend the Term of this Lease pursuant to such agreementLease, then Tenant shall have the right, for thirty (30) days following the expiration time being of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") essence of the Prevailing Market foregoing provisions. The Annual Base Rent (as defined in Exhibit H) for payable during the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Extension Term shall be the greater of (a) ninety-five percent (95%) an amount equal to the Fair Market Rent for the Premises as of the Prevailing Market Rent (as defined in Exhibit H) as determined by commencement date of the Broker Determination Extension Term or (b) the Annual Fixed Base Rent payable in effect the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during the last twelve Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term tinder market conditions then existing. No later than the one (121) month period after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Lease Term immediately prior Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to such Extended TermLandlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant shall have failed to timely request the Broker Determinationdisputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Annual Fixed Fair Market Rent for the applicable Extended Term shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) M.A.I, appraisers as set forth hereafter provided, each of whom shall have at least five (5) years experience in Landlord's original quotation.
the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (Cthe “Neutral Appraiser”) Upon the giving which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of notice each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord exercising and Tenant's option to extend . The Neutral Appraiser shall then choose either the Lease Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord binding and conclusive on Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requiresLandlord. Notwithstanding anything contained herein the foregoing, if either party shall fail to appoint its appraiser within the contrary, in no event shall Tenant have period specified above (such party referred to hereinafter as the right “failing party”) the other party may serve notice on the failing party requiring the failing ▇▇▇▇▇ to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise appoint its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than appraiser within ten (10) years after the expiration days of the Original Term hereofgiving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other ▇▇▇▇▇ shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essence.
Appears in 3 contracts
Sources: Office Lease Agreement (Imprivata Inc), Office Lease Agreement (Imprivata Inc), Office Lease Agreement (Imprivata Inc)
Extension Option. The Borrower may extend the Term Loan Maturity Date two (A2) On times only for a period of one (1) year per extension upon satisfaction of the following terms and conditions for each extension: (which conditions Landlord may waive i) delivery by the Borrower of a written notice to Tenantthe Administrative Agent (an “Extension Notice”) on or before a date that both at is not more than one hundred twenty (120) days nor less than one (1) month prior to the time of exercise then scheduled Term Loan Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Term Loan Banks and which Extension Notice shall include a certification dated as of the herein described applicable option date of such Extension Notice signed by a duly authorized signatory of the Borrower, stating, to extend the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materiality”, “Material Adverse Effect” or a similar qualifier, in which case it shall be true and correct in all respects) and as of the commencement date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct in all material respects (except to the Extended Term extent any such representation or warranty is qualified by “materiality”, “Material Adverse Effect” or a similar qualifier, in question which case it shall be true and correct in all respects) as of such earlier date and except for changes in factual circumstances not prohibited under the Loan Documents), and (iy) there exists no monetary or other material Event of Default (defined in Section 7.1), has occurred and is continuing; (ii) this Lease is still in full force no Event of Default shall have occurred and effectbe continuing as of the then scheduled Term Loan Maturity Date, and (iii) Tenant has not sublet more than fifty percent the Borrower shall pay to the Administrative Agent on or before the then scheduled Term Loan Maturity Date a fee equal to (50%x) 0.125% of the Rentable Floor Area outstanding principal amount of the Premises Term Loans on the original Term Loan Maturity Date for the first extension and (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have y) 0.15% of the right to extend outstanding principal amount of the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement Loans on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreementLoan Maturity Date, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined extended by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to first such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extendedextension, for the applicable Extended Termsecond extension, without the necessity for the execution which fee shall be distributed by Administrative Agent pro rata to each of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Loan Banks based on each Bank’s Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofLoan Commitment Percentage.
Appears in 3 contracts
Sources: Term Loan Agreement (Kilroy Realty, L.P.), Term Loan Agreement (Kilroy Realty, L.P.), Term Loan Agreement (Kilroy Realty, L.P.)
Extension Option. (Aa) On the conditions (which conditions Landlord The Borrower may waive by written notice to Tenant) that both at the time of exercise request an extension of the herein described applicable option to extend and as of the commencement of the Maturity Date for additional one year periods (each, an “Extended Term in question Maturity Date”); provided that (i) there exists the Borrower provides written notice requesting the extension to JPMCB, as Administrative Agent, not less than 30 days prior to the Maturity Date or the initial Extended Maturity Date, as applicable, (ii) no monetary Default or other material Event of Default has occurred and is continuing, (defined iii) no more than two such requests shall be made. JPMCB, as Administrative Agent, shall promptly notify each of the Lenders of such request. Each Lender will respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 10 Business Days of such notice to JPMCB, as Administrative Agent and (iv) in no event, after giving effect to such extension, shall the tenor exceed 5 years. The Commitments of those Lenders that have responded affirmatively shall be extended, subject to receipt by JPMCB, as Administrative Agent, of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the Administrative Agent and all of the Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 7.12.20 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Required Lenders.
(b) If any Lender rejects, or is deemed to have rejected, the Borrower’s request to extend its Commitment (each, a “Non-Extending Lender”), (i) this Agreement shall terminate on the Maturity Date or the initial Extended Maturity Date, as applicable, with respect to such Non-Extending Lender (provided that such Non-Extending Lender’s rights under Sections 2.12, 2.15 and 9.04 and obligations under Section 9.12 shall survive the Maturity Date or the initial Extended Maturity Date, as applicable, as to matters occurring prior to such date), (ii) this Lease is still in full force the Borrower shall pay to such Lender on the Maturity Date or the initial Extended Maturity Date, as applicable, any amounts due and effect, payable hereunder to such Lender on such date and (iii) Tenant has not sublet more than fifty percent the Borrower may, if it so elects upon five Business Days’ notice to JPMCB, as Administrative Agent, designate a Person to become a Lender after consultation with JPMCB, as Administrative Agent, or agree with an existing Lender that such Lender’s Commitment shall be increased (50%) each, an “Assuming Lender”), in each case to assume, effective as of the Rentable Floor Area Maturity Date or the initial Extended Maturity Date, as applicable, any Non-Extending Lenders’ Commitments and all of the Premises obligations of such Non-Extending Lenders under this Agreement thereafter arising relating to such Commitments, without further recourse to or warranty by, or expense to such Non-Extending Lenders; provided that any such designation or agreement may not increase the aggregate amount of the Commitments. The assumptions provided for in this Section 2.20(b) shall be subject to the conditions that:
(except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant i) the Assuming Lenders shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication paid to the contrary Landlord has no obligation Non-Extending Lenders (A) the aggregate principal amount of, and any interest and fees accrued and unpaid up to make any but excluding the Maturity Date or the initial Extended Maturity Date, as applicable, on, the outstanding Advances, if any, of the Non-Extending Lenders under their respective Commitments being assumed;
(ii) all additional payment costs, reimbursements, expense reimbursements and indemnities due and payable to Tenant the Non-Extending Lenders in respect of such Commitments shall have been paid by the Borrower; and
(iii) with respect to any construction allowance such Assuming Lender, the applicable processing and recordation fee required under Section 9.07(a) for such assignment shall have been paid by the Assuming Lender (or, if it has been so agreed, by the Borrower). On or prior to the Maturity Date or the like or to perform any work initial Extended Maturity Date, as applicable, (A) each Assuming Lender that is not an existing Lender shall have delivered to the Premises Borrower and JPMCB, as a result of Administrative Agent, an Assignment and Acceptance or such other agreement acceptable to the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 Borrower and Exhibit H).
JPMCB, as Administrative Agent, and (B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant any existing Lender assuming any Commitments shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior have delivered confirmation in writing satisfactory to the expiration Borrower and JPMCB, as Administrative Agent as to the increase in the amount of its Commitment. Upon execution and delivery of the Lease Term documentation pursuant to the foregoing clauses (as it may have been previously extended hereunderA) of Tenant's request for Landlord's quotation and (B) and the Extension Agreement pursuant to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"Section 2.20(a), Landlord and Tenant have not reached agreement on a determination the payment of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant all amounts referred to such agreement, then Tenant shall have the right, for thirty in clauses (30i) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination through (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(Biii) above, then the Assuming Lenders, as of the Maturity Date or the initial Extended Maturity Date, as applicable, will be substituted for the Non-Extending Lenders under this Lease Agreement to the extent of their assumed Commitments and shall be Lenders for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration obligations of the Original Term Non-Extending Lenders to such extent hereunder shall, by the provisions hereof, be released and discharged.
Appears in 3 contracts
Sources: Credit Agreement (Altria Group, Inc.), 5 Year Revolving Credit Agreement (Altria Group, Inc.), Credit Agreement (Altria Group, Inc.)
Extension Option. Upon the satisfaction of the terms and conditions set forth in this Section 2.8.1, Borrower shall have the option (Athe “Extension Option”) On to extend the conditions term of the Loan beyond the Stated Maturity Date for two (2) terms of six (6) months each (each an “Extension Period”):
(a) No Event of Default shall have occurred and be continuing;
(b) Lender shall have received from Borrower all sums then due and payable under the Loan Documents, including all payments of (or reimbursement of Lender for) any reasonable out of pocket miscellaneous fees or expenses (including, without limitation, any “protective advances” made by Lender in respect of the Loan);
(c) Borrower shall notify Lender, in writing, of its irrevocable election to extend the Maturity Date as aforesaid at least thirty (30) but not more than ninety (90) days prior to the then applicable Maturity Date, each of which shall be accompanied by a payment to the Lender of the Extension Fee (which conditions Landlord may waive shall be nonrefundable and deemed earned upon receipt by written notice to TenantLender);
(d) that both at [Intentionally deleted];
(e) Lender shall, in its sole and absolute discretion, be satisfied with the time of exercise operation and performance of the herein described Property for which this Agreement and related documents are based upon;
(f) The Reserve Funds, as specified in Article VII, shall contain the amount required under this Agreement as of the date of commencement of the Extension Period, and Borrower shall deposit such additional amount into any of the Reserve Fund Accounts, or such additional reserve accounts, as Lender may require;
(g) Guarantors shall execute and deliver a reaffirmation, in form and substance satisfactory to Lender, of Guarantors’ respective obligations under each of the Loan Documents executed and delivered by them;
(h) Borrower shall deliver to Lender an Officer’s Certificate stating that all representations and warranties of Borrower set forth in Article IV remain true and correct, subject to any changes in facts or circumstances permitted to have occurred, or not prohibited from having occurred, pursuant to the terms of the Loan Documents (in which case such change of facts and circumstances shall be set forth in such Officer’s Certificate with reference to the applicable option representation(s) and warranty(ies)) or setting forth any exceptions to extend such representations and warranties, which exceptions shall be satisfactory to Lender;
(i) Borrower shall deliver to Lender such other certificates, documents or instruments as Lender may reasonably require, including, without limitation, a certification of the continued accuracy in all material respects of the representations and warranties set forth in Article III as of the commencement of the Extended Term Extension Period; and
(j) Borrower must pay Lender’s legal fees and expenses, if any, in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of connection with the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit Hextension(s).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof
Appears in 3 contracts
Sources: Commercial Loan Agreement (Red Oak Capital Fund V, LLC), Commercial Loan Agreement (Red Oak Capital Fund V, LLC), Commercial Loan Agreement (Red Oak Capital Fund V, LLC)
Extension Option. Tenant shall have the option to extend the Term (Athe “Extension Option”) On for one (1) period of twenty-four (24) months (the conditions “Second Extended Term”). The Second Extended Term, if any, shall commence on the day following the last day of the Extended Term and shall continue for a period of twenty-four (24) months thereafter. Tenant’s Extension Option shall be both: (i) upon condition (which conditions may be waived by Landlord may waive by written notice to Tenantin its sole discretion) that both no Default exists hereunder at the time of exercise the giving by Tenant of its notice of exercise; and, (ii) upon further condition (which may be waived by Landlord in its sole discretion) that no Default exists hereunder at the herein described applicable option to extend and as time of the commencement of the Second Extended Term in question Term. To exercise Tenant’s Extension Option, Tenant shall give Landlord written notice of its election at least three (i3) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) months prior to expiration of the Rentable Floor Area Extended Term. Within thirty (30) days of receipt of Tenant’s election to extend, Landlord shall notify Tenant of the Premises Base Rent for the Second Extended Term. Within thirty (except for a subletting permitted without 30) days after receipt of each such notice from Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to: (i) elect to extend accept Landlord’s statement of the Term hereof upon all Base Rent as the same terms, conditions, covenants and agreements herein contained (except Base Rent for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Second Extended Term." Notwithstanding any implication ; or, (ii) elect to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord pay Base Rent for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Fair Market Rent (as defined in Exhibit H) as below), with Fair Market Rent to be determined by arbitration pursuant to Paragraph 12 below. Failure on the Broker Determination part of Tenant to elect in writing to require arbitration of Fair Market Rent within the thirty (30) day period shall constitute an election by Tenant to accept Landlord’s determination of the Base Rent for the Second Extended Term. Tenant shall have no other option, right or (b) obligation to extend the Annual Fixed Term or otherwise remain in the Premises after the expiration of the Extended Term. From and after commencement of any Second Extended Term, all of the other terms, covenants and conditions of the Lease shall apply, and references to the Term shall be deemed to include the Second Extended Term; provided, however, that Base Rent shall be revised as herein provided, and Tenant shall have no option or right to further extend the Term beyond the Second Extended Term. If Tenant has elected to have the Fair Market Rent determined by arbitration and the Base Rent for the Second Extended Term has not been determined as of the commencement of the Second Extended Term, Tenant shall pay Base Rent for the Premises upon the terms and conditions in effect during the last twelve (12) month period of the Lease Extended Term immediately prior to until such Extended Term. If Tenant shall have failed to timely request time as the Broker Determination, then the Annual Fixed Base Rent for the applicable Second Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon has been determined. If the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, Base Rent for the applicable Second Extended Term is determined to be less than the Base Rent for the last month of the Extended Term, without Landlord shall provide Tenant with a credit against the necessity for next installment(s) of Rent in the execution amount of any additional documentsthe overpayment by Tenant. Likewise, except that Landlord and Tenant agree to enter into an instrument in writing setting forth if the Annual Fixed Base Rent for the applicable Second Extended Term as is determined in to be greater than the relevant manner set forth in this Section 8.20; and in such event all references herein to Base Rent for the Lease Term or last month of the Term of this Lease shall be construed as referring to the Lease Extended Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have pay Landlord the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall amount of such underpayment with the Lease Term hereof be extended for more than ten (10) years after installment of Base Rent next due under the expiration of the Original Term hereofLease.
Appears in 2 contracts
Sources: Lease Agreement (Adamas Pharmaceuticals Inc), Lease Agreement (Adamas Pharmaceuticals Inc)
Extension Option. A. Tenant shall have the option (Athe “Extension Option”) On to extend the conditions Term of this Lease for one additional period of five (which conditions Landlord may waive by written notice 5) years, to Tenant) that both at begin immediately upon the time of exercise expiration of the herein described applicable option to extend Original Term of this Lease (the “Extended Term”), provided that each of the following conditions has been satisfied:
(i) As of the date of the Extension Notice (defined below) and as of the commencement of the Extended Term Term, Tenant shall not be in question (i) there exists no monetary or other material Event default and shall not have previously been in default of Default (defined in Section 7.1), its obligations under this Lease beyond any applicable grace period;
(ii) this Lease is still in full force Tenant shall have had a net income for the 12-month period immediately preceding the date of the Extension Notice and effect, and for the 12-month period immediately preceding the commencement of the Extended Term; and
(iii) Tenant has not sublet more than fifty percent (50%) Simultaneously with the delivery of the Rentable Floor Area Extension Notice and also at the commencement of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)Extended Term, Tenant shall have delivered to Landlord an audited statement (or, if such audited statement is not available, then an unaudited statement signed and certified by Tenant’s Chief Financial Officer), prepared by Tenant’s accountant using generally accepted accounting principles, evidencing such net income during each of the right to extend periods specified in clause (ii) hereinabove.
B. All of the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (provisions of this Lease shall apply to the Extended Term except for that the Annual Fixed Rent which Rate for such extension period shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods market rate at the commencement of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered (“Market Rate”), as designated by all parties in determining Landlord (subject to Tenant’s right to dispute the Prevailing Market Rent under this Section 8.20 same and Exhibit Hthe dispute resolution mechanism set forth below).
(B) . If Tenant desires shall elect to exercise this Extension Option, it shall do so by giving Landlord written notice (the “Extension Notice”) of its applicable option intention to extend the Term, then Tenant shall give notice to Landlord, not do so no earlier than sixteen (16) months nor later than twelve (12) months and no later than nine (9) months prior to the expiration of the Original Term of this Lease, time being of the essence thereof. If timely and properly Tenant gives such notice and satisfies the conditions specified above, 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” or the “term”.
C. Not later than thirty (as it may have been previously extended hereunder30) days following the giving of Tenant's request for Landlord's quotation to ’s Extension Notice, Landlord shall notify Tenant of a proposed Annual Fixed Rent Landlord’s determination of the Market Rate for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within . Within fifteen (15) business days after receipt Landlord gives Tenant Landlord’s determination of Tenant's requestthe Market Rate, Tenant shall notify Landlord whether Tenant accepts or disputes such rate. If at Tenant disagrees with Landlord’s determination, then Landlord and Tenant shall commence negotiations to agree upon the expiration of Market Rate. In any event, the Annual Fixed Rent Rate for the Extended Term shall not be less than the Annual Fixed Rent Rate in effect immediately prior to the Extended Term. If Landlord and Tenant are unable to reach agreement on the Market Rate within thirty (30) days after the date when on which Landlord first gave Tenant receives Landlord's quotation ’s proposal for the Market Rate, then the Market Rate shall be determined as provided below.
D. If Landlord and Tenant are unable to agree on the Market Rate by the end of the proposed Annual Fixed Rent as aforesaid said thirty (the "Negotiation Period")30)-day period, then within ten (10) days thereafter, Landlord and Tenant have not reached agreement on shall each simultaneously submit to the other in a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration sealed envelope its good faith estimate of the Negotiation Period, to make a request to Landlord for a broker determination Market Rate. If the higher of such estimates is not more than one hundred five percent (the "Broker Determination"105%) of the Prevailing other estimate, then the Market Rent Rate shall be the average of the two estimates. If the matter is not resolved by the exchange of estimates, then Market Rate shall be determined by an independent arbitrator as set forth below.
E. Within seven (7) days after the exchange of estimates, the parties shall select, as defined an arbitrator, a mutually acceptable commercial real estate broker or appraiser licensed in Exhibit Hthe Commonwealth of Massachusetts specializing in the field of commercial office leasing in the Burlington area, having no less than ten (10) years’ experience (an “Approved Arbitrator”). If the parties cannot agree on such person, then within a second period of seven (7) business days, each shall select one Approved Arbitrator and the two appointed Arbitrators shall, within five (5) business days, select a third Approved Arbitrator who shall be the final decision-maker (the “Final Arbitrator”). If one party shall fail to timely make such appointment, then the person chosen by the other party shall be the sole arbitrator. Once the Final Arbitrator has been selected as provided for above, then, as soon thereafter as practicable, but in any case within fourteen (14) days after his or her appointment, the arbitrator shall determine the Market Rate by selecting either the Landlord’s estimate of Market Rate or the Tenant’s estimate of Market Rate. Such arbitrator must choose the proposed Market Rate that he/she determines is closest to the actual market rental rate for the applicable Extended Term, which Broker Determination Premises. There shall be made no discovery or similar proceedings. The arbitrator’s decision as to which estimate shall be the Market Rate for the Extended Term shall be rendered in the manner set forth in Exhibit H. If writing to both Landlord and Tenant timely and shall have requested the Broker Determination, then be final and binding upon them and shall be the Annual Fixed Rent for the applicable Extended Term Term. The costs of the Final Arbitrator will be equally divided between Landlord and Tenant. Any fees of any Approved Arbitrator or counsel engaged by Landlord or Tenant, however, shall be borne by the greater of (a) ninety-five percent (95%) party that retained such Approved Arbitrator or counsel. If the dispute between the parties as to a market rate has not been resolved before the commencement of the Prevailing Extended Term, 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 Final Arbitrator, 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.
F. Once the Market Rate has been determined, the parties shall promptly execute an amendment to this Lease setting forth the Fixed Rent for the Premises during the Extended Term.
G. Tenant’s rights to extend pursuant to this Section 2.3 are personal to the initial named Tenant, Avedro, Inc., and, except to a Permitted Transferee (as defined in Exhibit H) as determined by the Broker Determination Section 6.2.1), may not be assigned under any circumstances.
H. With respect to any assignment or (b) the Annual Fixed Rent in effect subletting during the last twelve (12) month period Original Term of this Lease, such assignment shall not include the Lease Term immediately prior right granted to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option under this Section 2.3 hereinabove to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease sublease shall be construed as referring to for a term expiring no later than the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofExpiration Date.
Appears in 2 contracts
Sources: Office Lease (Avedro Inc), Office Lease (Avedro Inc)
Extension Option. (A) On Tenant shall continue to have the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise Second Extension Option set forth in Section 8.3 of the herein described applicable option Second Amendment, subject to extend and as of the commencement of following amendments:
9.1.1. The Extension Option shall apply to the entire Premises;
9.1.2. All references therein to the “Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1)Term” are hereby amended to be the “Second Extended Term”, (ii) this Lease is still in full force and effectall references therein to the “Extended Expiration Date” are hereby amended to be the “Second Extended Expiration Date”, and (iii) Tenant has not sublet more than fifty percent (50%) of all references therein to the Rentable Floor Area of “Second Extension Term” are hereby amended to be the Premises (except for a subletting permitted without Landlord's consent under “Third Extension Term”:
9.1.3. Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)8.3.B.2 is hereby deleted and replaced with: “During the Third Extension Term, Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants pay Tenant’s Share of Expenses and agreements herein contained (except Taxes for the Annual Fixed Rent which Premises in accordance with the Lease, as amended; provided that during the Third Extension Term the Base Year for Expenses and Taxes shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any 2016, and such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term Base Year shall be a factor considered by all parties taken into account in determining the Prevailing Market Rent rate”;
9.1.4. Section 8.3.A.4 is hereby deleted and replaced with: “The Lease has not been assigned (other than pursuant to a Permitted Transfer, as defined in the Lease, but only if the same entity remains the “Tenant” under this the Lease, the ROFO Agreement (defined below) and each ROFO Lease) before Tenant delivers the Extension Notice”; and
9.1.5. The following is added as paragraph 5 to Section 8.20 and Exhibit H).
(B) If Tenant desires to 8.3.A: “And concurrently with Tenant’s exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Extension Option, Tenant exercises every other Extension Option then existing under a ROFO Lease Term (as it may have been previously extended hereunderdefined below) then in existence for a Term concurrent with the Premises (each a “ROFO Extension Option”). The term “ROFO Lease” is as defined in that certain Right of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), First Offer Agreement entered into by Landlord and Tenant have not reached agreement on approximately concurrently herewith with respect to space in the building located at 951 Mariner’s Island Boulevard in San Mateo, California and commonly known as San Mateo BayCenter I (“ROFO Agreement”), and either Tenant delivers a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty “Binding Notice” (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (in each case as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (aoption) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth on the Annual Fixed Rent for Prevailing Market rate under the Extension Option and each ROFO Extension Option within the 30 day period provided in the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof.
Appears in 2 contracts
Sources: Office Lease (Marketo, Inc.), Office Lease (Marketo, Inc.)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty twenty-five percent (5025%) of the Rentable Floor Area of the Premises (except for a an assignment or subletting permitted without Landlord's ’s consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 5.6.4 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two one (21) periods period of five three (53) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "“Extended Term." ” Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable the option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen fifteen (1615) months nor later than twelve nine (129) months prior to the expiration of the Term of this Lease Term (as it may have been previously extended hereunder) exercising such option to extend. Promptly after Landlord’s receipt of Tenant's request for the Exercise Notice, Landlord shall provide Landlord's ’s quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen Term (15) business days after receipt of Tenant's request“Landlord’s Rent Quotation”). If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit HI) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. I. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermDetermination. If Tenant shall have failed to does not timely request the Broker Determination, then the Annual Fixed Rent for during the applicable Extended Term shall be as set forth in equal to the Landlord's original quotation’s Rent Quotation.
(C) Upon the giving of notice the Exercise Notice by Tenant to Landlord exercising Tenant's ’s option to extend the Lease Term in accordance with the provisions of Section 8.20(B9.18(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.209.18; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires, and except that there shall be no further option to extend the Lease Term. Notwithstanding anything herein contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten three (103) years after the expiration of the Original Term hereof.
Appears in 2 contracts
Sources: Lease Agreement (Flexion Therapeutics Inc), Lease Agreement (Flexion Therapeutics Inc)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1)) and there have been no more than two (2) Event of Default occurrences during the Term, (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty percent (50%) % of the Rentable Floor Area of the Premises (except for a an assignment or subletting permitted without Landlord's ’s consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 5.6.4 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two one (21) periods period of five three (53) years each as hereinafter set forth. Each The option period is sometimes herein referred to as an "“Extended Term." ” Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice (the “Exercise Notice”) to Landlord, not earlier than sixteen fifteen (1615) months nor later than twelve (12) months prior to the expiration of the Term of this Lease Term (as it may have been previously extended hereunder) exercising such option to extend. Promptly after ▇▇▇▇▇▇▇▇’s receipt of Tenant's request for the Exercise Notice, Landlord shall provide Landlord's ’s quotation to Tenant of a proposed Annual Fixed Rent annual rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen Term (15) business days after receipt of Tenant's request“Landlord’s Rent Quotation”). If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent annual rental for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such the Extended Term. If Tenant shall have failed to does not timely request the Broker Determination, then Annual Fixed Rent during the Extended Term shall be equal to the greater of (a) Landlord’s Rent Quotation or (b) the Annual Fixed Rent for in effect during the applicable last twelve (12) month period of the Lease Term immediately prior to such Extended Term shall be as set forth in Landlord's original quotationTerm.
(C) Upon the giving of notice the Exercise Notice by Tenant to Landlord exercising Tenant's ’s option to extend the Lease Term in accordance with the provisions of Section 8.20(B) B above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.209.18; and in such event all references herein to the Lease Term or the Term term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires, and except that there shall be no further option to extend the Lease Term. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten three (103) years after the expiration of the Original Lease Term hereof.
Appears in 2 contracts
Sources: Lease Agreement (Upstream Bio, Inc.), Lease Agreement (Upstream Bio, Inc.)
Extension Option. (a) The Borrower may request an extension of the Maturity Date for additional one year periods (each, an “Extended Maturity Date”); provided that (i) the Borrower (A) On the conditions (which conditions Landlord may waive by provides written notice requesting the extension to Tenant) that both at the time of exercise Facility Agent not less than 30 days nor more than 60 days prior to the first anniversary or second anniversary of the herein described Effective Date of the Facility, as applicable option and (B) delivers to the Facility Agent a certificate signed by a duly authorized officer certifying a copy of the resolutions of the Borrower’s Board of Directors approving the Extended Maturity Date, (ii) no Default or Event of Default has occurred and is continuing, and (iii) no more than two extension requests shall be made. The Facility Agent shall promptly notify each of the Lenders of such request. Each Lender will respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within ten Business Days of such notice to the Facility Agent. The Commitments of those Lenders which have responded affirmatively shall be extended, subject to receipt by the Facility Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the Facility Agent and all of the Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.23(a) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Required Lenders.
(b) If any Lender rejects, or is deemed to have rejected, the Borrower’s request to extend and as of the commencement of the Extended Term in question its Commitment (each, a “Non-Extending Lender”), (i) there exists no monetary this Agreement shall terminate on the Maturity Date or other material Event of Default the initial Extended Maturity Date, as applicable, with respect to such Non-Extending Lender (defined in provided that such Non-Extending Lender’s rights under Sections 2.15, 2.18 and 9.4 and obligations under Section 7.19.12 shall survive the Maturity Date or the initial Extended Maturity Date, as applicable, as to matters occurring prior to such date), (ii) this Lease is still in full force the Borrower shall pay to such Lender on the Maturity Date or the initial Extended Maturity Date, as applicable, any amounts due and effect, payable hereunder to such Lender on such date and (iii) Tenant has not sublet more than fifty percent the Borrower may, if it so elects, designate a Person to become a Lender after consultation with the Facility Agent, or agree with an existing Lender that such Lender’s Commitment shall be increased (50%) each, an “Assuming Lender”), in each case to assume, effective as of the Rentable Floor Area Maturity Date or the initial Extended Maturity Date, as applicable, any Non-Extending Lenders’ Commitments and all of the Premises obligations of such Non-Extending Lenders under this Agreement thereafter arising relating to such Commitments, without recourse to or warranty by, or expense to such Non-Extending Lenders; provided that any such designation or agreement may not increase the aggregate amount of the Commitments under this Facility. The assumptions provided for in this Section 2.23(b) shall be subject to the conditions that:
(except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant i) the Assuming Lenders shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication paid to the contrary Landlord has no obligation Non-Extending Lenders the aggregate principal amount of, and any interest and fees accrued and unpaid up to make any but excluding the Maturity Date or the initial Extended Maturity Date, as applicable, on the outstanding Advances, if any, of the Non-Extending Lenders under their respective Commitments being assumed;
(ii) all additional payment costs, reimbursements, expense reimbursements and indemnities due and payable to Tenant the Non-Extending Lenders in respect of such Commitments shall have been paid by the Borrower; and
(iii) with respect to any construction allowance such Assuming Lender, the applicable processing and recordation fee required under Section 9.7(a) for such assignment shall have been paid by the Assuming Lender (or, if it has been so agreed, by the Borrower); On or prior to the Maturity Date or the like or to perform any work initial Extended Maturity Date, as applicable, (A) each Assuming Lender that is not an existing Lender shall have delivered to the Premises as a result of Borrower and the exercise by Tenant of any Facility Agent an Assignment and Acceptance or such option (although other agreement acceptable to the absence of any construction or other refurbishment allowance from Landlord for Borrower and the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 Facility Agent and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant any existing Lender assuming any Commitments shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior have delivered confirmation in writing satisfactory to the expiration Borrower and the Facility Agent as to the increase in the amount of its Commitment. Upon execution and delivery of the Lease Term documentation pursuant to the foregoing clauses (as it may have been previously extended hereunderA) of Tenant's request for Landlord's quotation and (B) and the Extension Agreement pursuant to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"Section 2.23(a), Landlord and Tenant have not reached agreement on a determination the payment of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant all amounts referred to such agreement, then Tenant shall have the right, for thirty in clauses (30i) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination through (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(Biii) above, then and subject to the requirements of the Patriot Act or any similar “know your customer” or other similar checks under all applicable laws and regulations with respect to Assuming Lenders that are not existing Lenders, the Assuming Lenders, as of the Maturity Date or the initial Extended Maturity Date, as applicable, will be substituted for the Non-Extending Lenders under this Lease Agreement to the extent of their assumed Commitments and shall be Lenders for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration obligations of the Original Term Non-Extending Lenders to such extent hereunder shall, by the provisions hereof, be released and discharged.
Appears in 2 contracts
Sources: Credit Agreement (Philip Morris International Inc.), Credit Agreement (Philip Morris International Inc.)
Extension Option. The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request to the Administrative Agent no earlier than 45 days but no later than 30 days prior to January 12, 2008 or any anniversary thereof (each, a "Noticed Anniversary Date"). If a Lender agrees, in its individual and sole discretion, to renew its Commitment (an "Extending Lender"), it will notify the Administrative Agent, in writing, of its decision to do so no earlier than 30 days prior to the applicable Noticed Anniversary Date (but in any event no later than 20 days prior to such Noticed Anniversary Date). The Administrative Agent will notify the Borrower, in writing, of the Lenders' decisions no later than 15 days prior to such Noticed Anniversary Date. The Extending Lenders' Commitments will be renewed for an additional year from the then existing Termination Date, provided that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders and (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except (A) On the conditions (any representations and warranties which conditions Landlord may waive by written notice to Tenant) that both at the time are explicitly stated as having been made as of exercise of the herein described applicable option to extend a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the commencement representations and warranties set forth in Sections 4.2 and 4.7 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower's request for commitment renewal (a "Declining Lender") will have its Commitment terminated on the earlier of the Extended Term in question (i) there exists no monetary or the then existing Termination Date (without regard to any renewals by other material Event of Default Lenders) (defined in Section 7.1), the "Existing Termination Date") and (ii) this Lease the date such Declining Lender is still replaced in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under accordance with Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall 2.17. The Borrower will have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication accept commitments from third party financial institutions acceptable to the contrary Landlord has no obligation Administrative Agent in an amount equal to make any additional payment to Tenant in respect the amount of the Commitments of any construction allowance or Declining Lenders, provided that the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant Extending Lenders will have the right to exercise more than one extension option at a time and further, Tenant shall not have increase their Commitments up to the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration amount of the Original Term hereofDeclining Lenders' Commitments before the Borrower will be permitted to substitute any other financial institutions for the Declining Lenders. The Borrower may only so extend the Termination Date twice.
Appears in 2 contracts
Sources: Credit Agreement (Edison International), Credit Agreement (Southern California Edison Co)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both So long as at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) Option Notice there exists no monetary Default of Tenant (or other material Event of Default (defined Landlord shall have waived such condition in Section 7.1its sole discretion), (ii) this Lease is still in full force and effect, and the named Tenant as set forth in Section 1.1 (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)successor by merger) and/or any Affiliate shall actually occupy the entire Premises, Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained term of this Lease for one (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth1) for two (2) periods additional period of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an (the "Extended Term." Notwithstanding any implication "). The Extended Term shall commence on the day succeeding the expiration of the Original Term and shall end on the day immediately preceding the fifth anniversary of the commencement of the Extended Term. All of the terms, covenants and provisions of this Lease applicable immediately prior to the contrary Landlord has no obligation to make any additional payment to Tenant in respect expiration of any construction allowance or the like or to perform any work Original Term shall apply to the Premises as a result of Extended Term except that (i) the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord Annual Fixed Rent for the Extended Term shall be a factor considered the Market Rate (as hereinafter defined) for the Premises determined as of the commencement of the Extended Term, as designated by all parties in determining the Prevailing Market Rent under this Section 8.20 Landlord by notice to Tenant ("Landlord's Notice"), but subject to Tenant's right to dispute as hereinafter provided, and Exhibit H).
(Bii) If Tenant desires to exercise its applicable option shall have no further right to extend the Term, then term of this Lease beyond the Extended Term hereinabove provided. If Tenant shall give elect to exercise the aforesaid option, it shall do so by giving Landlord notice to Landlordof its election (the "Option Notice") not later than nine (9) months, not earlier than sixteen (16) months nor later sooner than twelve (12) months months, prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's Original Term. Such Option Notice shall request for Landlord's quotation to Tenant determination of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing Market Rate within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after and shall apply to the date when entire Premises and shall be unconditional and irrevocable by Tenant receives except as hereinafter provided. If Tenant fails to give the Option Notice to Landlord's quotation of , the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term term of this Lease pursuant to such agreementshall automatically terminate no later than the end of the Original Term, then and Tenant shall have no further option to extend the rightterm of this Lease, for thirty (30) days following the expiration it being agreed that time is of the Negotiation Period, essence with respect to make a request to Landlord for a broker determination (the "Broker Determination") giving of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermOption Notice. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with term hereof pursuant to the provisions of this Section 8.20(B) above2.3, then this Lease and the Lease Term hereof such extension shall be automatically be deemed extended, for the applicable Extended Term, effected without the necessity for the execution of any additional documents, except that but Landlord and Tenant agree shall, at the request of either, execute an amendment to enter into an instrument this Lease, in writing setting forth a commercially reasonable form prepared by Landlord, confirming such extension of the term and the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof.
Appears in 2 contracts
Sources: Lease Agreement (Dexcom Inc), Lease Agreement (Dexcom Inc)
Extension Option. (A) On Provided the conditions (which conditions Landlord may waive by written notice original Tenant named herein or a tenant pursuant to Tenant) that both a Permitted Transfer is itself occupying the entire Premises at the time of giving its notice to exercise of its option (the herein described applicable option to extend “Extension Notice”) and as of at the commencement of the Extended Extension Term in question (i) there exists no monetary or other material Event of Default (as defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereofherein), Tenant shall have the right and option to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained for one (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth1) for two (2) periods additional period of five (5) years each as hereinafter set forth(“Extension Term”). Each The right and option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication so extend the term shall be personal to the contrary Tenant executing this Lease or a tenant pursuant to a Permitted Transfer and such right and option may not be assigned or transferred to any other party or entity. The Extension Term is to commence immediately upon expiration of the initial Term (the “Original Term”), provided that Tenant shall give Landlord has notice of Tenant’s exercise of such option by no obligation later than twelve (12) months and, except as provided in Exhibit E Section 2 below, no earlier than fifteen (15) months prior to make any additional payment to Tenant in respect the then scheduled expiration of any construction allowance the Original Term, and provided further that no Default exists at the time of giving the Extension Notice or at the commencement of the Extension Term. If a Default, or event which with the giving of notice or the like passage of time, or both, would constitute a Default, exists at the time of giving the Extension Notice or at the time of commencement of the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to perform any work to the Premises as a result of the exercise by Tenant of any such option (although option, the absence of any construction or other refurbishment allowance from Landlord for expression “Term” shall mean the Extended Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that there shall be no further extension terms. If Tenant shall give the Extension Notice in the manner and within the time period provided aforesaid, the Term shall be a factor considered by all parties in determining extended upon the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) giving of the Extension Notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant desires shall fail to exercise its applicable option timely give the Extension Notice as aforesaid, Tenant shall have no right to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreementLease, then Tenant shall have the right, for thirty (30) days following the expiration time being of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") essence of the Prevailing Market foregoing provisions. The Base Rent (as defined in Exhibit H) for payable during the applicable Extended Term, which Broker Determination Extension Term shall be made in an amount equal to the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Fair Market Rent for the applicable Extended Term Premises as of the commencement date of the Extension Term. The Fair Market Rent shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions set forth below. If for any reason the Base Rent payable during the Extension Term has not been determined as of Section 8.20(B) abovethe commencement date of the Extension Term, then this Lease and Tenant shall pay the Lease Term hereof shall automatically be deemed extended, Base Rent payable for the applicable Extended Term, without year immediately preceding the necessity for commencement of the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth Extension Term until the Annual Fixed Base Rent for the applicable Extended Extension Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease is determined, at which time, an appropriate adjustment, if any, shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofmade.
Appears in 2 contracts
Sources: Office Lease Agreement (Collegium Pharmaceutical, Inc), Office Lease Agreement (Collegium Pharmaceutical Inc)
Extension Option. (A) On So long as this Lease is in full force and effect and Tenant is not in default beyond any applicable notice and cure period in the performance of any of the covenants or terms and conditions (which conditions Landlord may waive by written notice to Tenant) that both of this Lease at the time of exercise notification to Landlord or at the time of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1)Extension Period, (ii) this Lease as that term is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)hereinafter defined, Tenant shall have the right option (the "Extension Option") to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forthentire Premises for one (1) for two (2) periods additional period of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred (the "Extension Period"), which Extension Period shall commence upon the expiration of the initial Term upon the same terms and conditions of this Lease, except that the Base Rent during the Extension Period shall be at an annual rate equal to as an "Extended Term." Notwithstanding any implication ninety five percent (95%) of the then current fair market value rate for lease renewals and extensions comparable to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work this Lease for space comparable to the Premises in the Building, taking into account such factors as a result tenant improvement allowances, rent concessions and rental escalations (the "FMR"), subject to the following terms and conditions: Tenant shall provide Landlord with written notice of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option desire to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen Term of this Lease nine (16) months nor later than twelve (129) months prior to the expiration of the initial Term. In the event Tenant timely exercises this Extension Option, this Lease Term (shall be deemed extended and the FMR shall be determined as it may have been previously extended hereunder) of set forth below. In the event that Landlord does not receive Tenant's request for Landlord's quotation written notice nine (9) months prior to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Periodinitial Term, to make a request to Landlord for a broker determination (then such Extension Option shall be null and void and of no further force or effect, this Lease shall expire on the "Broker Determination") of the Prevailing Market Rent Expiration Date (as that term is defined in Exhibit H) for the applicable Extended TermArticle I), which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have and if requested the Broker Determinationby Landlord, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into execute an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; form and in substance acceptable to Landlord confirming such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereoffacts.
Appears in 2 contracts
Sources: Lease (Texas Roadhouse, Inc.), Lease (Texas Roadhouse, Inc.)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right two (2) options to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) additional consecutive periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as Lease Years (each, an "Extended Term." Extension"). Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Termforegoing, then Tenant shall give notice to Landlordhowever, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for at Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Termelection, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term shall be declared null and void and Tenant shall have no right to extend the Lease if (a) as of the date immediately preceding the commencement of such Extension, Tenant is not in accordance with occupancy of the provisions entire Leased Premises then demised under the Lease for the conduct of Section 8.20(BTenant’s business for the Permitted Use, or Tenant does not intend to continue to occupy the Leased Premises but intends to assign the Lease or sublet the Leased Premises in whole or in part, or (b) aboveon the date Tenant exercises the option or at any time thereafter through the date immediately preceding the commencement date of such Extension, Tenant is in default of any of its obligations under the Lease. Each Extension option will be exercisable by written notice given to landlord at least one hundred twenty (120) days prior to the last day of the then this current Term. Upon such exercise, the Term of the Lease and the Lease Term hereof Termination Date shall automatically be deemed extended, extended for the applicable Extended Termperiod specified above upon the same terms, conditions, covenants, and agreements as are contained in the Lease without the necessity for the execution of any additional documentsfurther instrument unless Landlord so requests; provided, except that the Leased Premises shall be taken in their "as-is" condition during such Extension and Landlord and Tenant agree shall have no obligation to enter into an instrument in writing setting forth the Annual Fixed Rent make or pay for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein any improvements to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofLeased Premises during such Extension.
Appears in 2 contracts
Sources: Lease Agreement, Lease Agreement
Extension Option. (Aa) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question question: (i) there exists no uncured monetary or other material non-monetary Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more assigned this Lease other than fifty percent to a Permitted Transferee (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under as defined in Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof5.6.4), and (iv) Tenant is then leasing at least 41,989 square feet of rentable floor area in the Building that is not subject to a sublease (other than a sublease to a Permitted Transferee), then Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent rent which shall be adjusted during the option periods period as hereinbelow set forth) for two one (21) periods period of five (5) years each years, as hereinafter set forth. Each Such option period is sometimes herein referred to as an "the “Extended Term." ” Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(Bb) Tenant may, but shall not be obligated to, deliver a written request (a “Rent Quote Request”) to Landlord for Landlord’s quotation of the annual fair market rent for the Premises as of the commencement date of the extension period. Such quotation (“Landlord’s Rent Quotation”) (i) shall be based on the use of the Premises for the Permitted Use, (ii) shall utilize properties of a similar character within the Boston West Suburban Market, as hereinafter defined, for comparison (including premises within the Property if at the time the Rent Quote Request is delivered such premises shall be available for rent), (iii) shall take into account all relevant factors and (iv) shall include Annual Fixed Rent, Base Operating Expenses, Base Taxes, tenant improvement allowances (if any), and free rent periods (if any) (hereinafter called the “Extension Annual Market Rent”). For the purposes of this Lease, the “Boston West Suburban Market” shall be defined as the area between Needham and Lexington, Massachusetts (inclusive) on and proximate to Route 128. Such Rent Quote Request may be given not earlier than fifteen (15) months, and not later than thirteen (13) months, prior to the expiration of the Original Term. If Tenant delivers a Rent Quote Request, then within thirty (30) days after Landlord’s receipt thereof, Landlord shall provide Landlord’s Rent Quotation to Tenant with respect to the Extended Term.
(c) If Tenant desires to exercise its applicable the option to extend the Term, then Tenant shall give deliver written notice (“Extension Exercise Notice”) to Landlord on or before the earlier to occur of (i) if applicable, the date thirty (30) days after the delivery of Landlord’s Rent Quotation, not earlier than sixteen and (16ii) months nor later than the date twelve (12) months prior to the expiration of the Lease Original Term (as it may have been previously such earlier date, the “Extension Exercise Deadline”). If Tenant timely delivers an Extension Exercise Notice, then the Term hereof shall be extended hereunderfor the Extended Term upon all of the same terms, conditions, covenants and agreements contained in this Lease, except that (x) of Tenant's request for Landlord's quotation to Tenant of a proposed the Annual Fixed Rent Rent, Base Operating Expenses, Base Taxes, tenant improvement allowances (if any), and free rent periods (if any) for the applicable Extended option period shall be equal to the Determined Extension Annual Market Rent, as hereinafter defined, and (y) Tenant shall have no further option to extend the Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at Tenant does not timely deliver the expiration of thirty (30) days after the date when Extension Exercise Notice, then Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant shall have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending no further right to extend the Term of this Lease pursuant to this Section 9.24, time being of the essence.
(d) If Landlord delivered Landlord’s Rent Quotation prior to the delivery of Tenant’s Extension Exercise Notice, then such agreementLandlord’s Rent Quotation shall be used in determining the Determined Extension Annual Market Rent. If Landlord did not deliver Landlord’s Rent Quotation prior to the delivery of Tenant’s Extension Exercise Notice then Landlord shall, on or before the later to occur of (i) the date thirty (30) days after receipt of Tenant’s Extension Exercise Notice, and (ii) the date fourteen (14) months prior to the expiration of the Original Term, deliver to Tenant Landlord’s Rent Quotation, and such Landlord’s Rent Quotation shall be used in determining the Determined Extension Annual Market Rent. If Tenant disagrees with the Extension Annual Market Rent set forth in Landlord’s Rent Quotation, then the parties shall negotiate in good faith for a period of thirty (30) days (the “Negotiation Period”) to agree upon the Extension Annual Market Rent. If the parties do not so agree within the Negotiation Period, then Tenant shall have the right, for by written notice to Landlord delivered within thirty (30) days following after the expiration of the Negotiation Period, to make a request submit the determination of the Extension Annual Market Rent for the Extended Term to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. K (the “Broker Determination”). If Tenant timely shall have requested the Broker Determination, then the Extension Annual Market Rent for the Extended Term shall be the Extension Annual Market Rent as determined by the Broker Determination; provided, however, in no event shall the Annual Fixed Rent payable during the Extended Term be less than the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) last year of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period Original Term of the Lease Term immediately prior to such Extended Termthis Lease. If Tenant shall have failed to timely delivers the Extension Exercise Notice, but does not timely request the Broker Determination, then the Extension Annual Fixed Market Rent for during the applicable Extended Term shall be as set forth in Landlord's original quotation’s Rent Quotation or as otherwise agreed by the parties during the Negotiation Period. The Extension Annual Market Rent as determined pursuant to this Section 9.24(d) shall be the “Determined Extension Annual Market Rent.”
(Ce) Upon the giving of notice the Extension Exercise Notice by Tenant to Landlord exercising Tenant's option to extend Landlord, the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall be automatically be deemed extended, extended for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Determined Extension Annual Fixed Market Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.209.24; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in .
(f) In no event shall the Lease Term hereof be extended for more than ten five (105) years after the expiration of the Original Term hereof.
Appears in 2 contracts
Sources: Lease Agreement (Carbon Black, Inc.), Lease Agreement (Carbon Black, Inc.)
Extension Option. (Aa) On Subject to the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time provisions of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)Section, Tenant shall have the right to extend the Term hereof upon term of the Lease (the “2019 Extension Option”) solely with respect to: (x) the 17th Floor Premises; or (y) both the 17th Floor Premises and the 16th Floor Premises (it being understood that Tenant shall not have such option solely with respect to the 16th Floor Premises), for one (1) additional term of ten (10) years and three (3) months (the "2019 Extension Term") commencing on October 1, 2019 (the “Commencement Date of the 2019 Extension Term”) and expiring on December 31, 2029, provided that:
(i) Tenant shall give Landlord an irrevocable written notice (hereinafter called the "Extension Notice") of its election to extend the term of this Lease no later than April 30, 2018 (TIME BEING OF THE ESSENCE), which notice shall state whether Tenant is exercising its right to extend the term of the Lease with respect to: (x) the 17th Floor Premises; or both the 17th Floor Premises and the 16th Floor Premises.
(ii) Tenant is not in monetary or material non-monetary default under this Lease beyond any applicable notice and grace periods as of the time of the giving of the Extension Notice and the Commencement Date of the 2019 Extension Term; and
(iii) The original named Tenant (or an assignee of the original named Tenant made in accordance with Section 7.02 of the Original Lease) is in occupancy of substantially all of the same termsDemised Premises.
(b) In the event Tenant timely exercises its right to extend the term of this Lease solely with respect to the 17th Floor Premises pursuant to this Section 6, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted payable by Tenant to Landlord during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication 2019 Extension Term solely with respect to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the 17th Floor Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining sum equal to:
(i) For the Prevailing Market Rent under this Section 8.20 period commencing on October 1, 2019 through and Exhibit Hincluding September 30, 2024, One Million Four Hundred Thirty Five Thousand Eight Hundred Forty and 50/100 Dollars ($1,435,840.50) per annum ($119,653.38 per month); and
(ii) For the period commencing on October 1, 2024 through and including December 31, 2029, One Million Five Hundred Sixty Five Thousand One Hundred Ninety Five and 50/100 ($1,565,195.50) Dollars per annum ($130,432.96 per month).
(Bc) If In the event Tenant desires to exercise timely exercises its applicable option right to extend the Termterm of this Lease with respect to both the 17th Floor Premises and the 16th Floor Premises pursuant to this Section 6, then the Fixed Rent payable by Tenant to Landlord during the 2019 Extension Term solely with respect to the 17th Floor Premises and the 16th Floor Premises shall give notice to Landlordbe a sum equal to:
(i) For the period commencing on October 1, not earlier than sixteen 2019 through and including September 30, 2024, Two Million Eight Hundred Seventy One Thousand Six Hundred Eighty One and 00/100 (16$2,871,681.00) months nor later than twelve Dollars per annum (12$239,306.75 per month); and
(ii) months For the period commencing on October 1, 2024 through and including December 31, 2029, Three Million One Hundred Thirty Thousand Three Hundred Ninety One and 00/100 ($3,130,391.00) Dollars per annum ($260,865.92 per month).
(d) Except as provided in Paragraphs (b) and (c) of this Section 6 and Section 7 of this Modification of Lease, Tenant's occupancy of the 17th Floor Premises and 16th Floor Premises (as the case may be) during the 2019 Extension Term shall be on the same terms and conditions as are in effect immediately prior to the expiration of the Lease Term immediately preceding term of this Lease, provided, however, Tenant shall accept the 17th Floor Premises and 16th Floor Premises (as it the case may have been previously extended hereunderbe) in its then as is condition, and except as otherwise specifically provided in Section 8 of Tenant's request for Landlord's quotation to Tenant this Modification of a proposed Annual Fixed Rent for the applicable Extended TermLease, which quotation Landlord shall deliver have no obligation to perform any work in or to the Demised Premises or provide Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord with any monetary allowance and Tenant shall have not reached agreement on a determination of an Annual Fixed Rent for no further right to extend the applicable Extended Term and executed a written instrument extending the Term term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotationthis Article.
(Ce) Upon If Tenant does not timely send an Extension Notice pursuant to the giving provisions of notice by Tenant to Landlord exercising Tenant's option to extend this Section 6 (TIME BEING OF THE ESSENCE), this Section 6 shall have no force or effect and shall be deemed deleted from this Modification of Lease.
(f) If the Lease Term is renewed with respect to the 17th Floor Premises and 16th Floor Premises (as the case may be) in accordance with the provisions of this Section 8.20(B) above6, then this Landlord or Tenant can request the other party hereto to execute an instrument setting forth the exercise of Tenant's right to extend the terms of the Lease and the last day of the 2019 Extension Term; provided however in no event shall the failure to execute any such instrument by Tenant have any effect on the validity of the renewal of the Lease Term hereof shall automatically be deemed extended, pursuant to this Section 6.
(g) If Tenant exercises its right to extend the term of the Lease with respect to the 17th Floor Premises and 16th Floor Premises (as the case may be) for the applicable Extended Term2019 Extension Term pursuant to this Section, without the necessity for phrases "the execution term of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth this Lease" or "the Annual Fixed Rent for the applicable Extended Term term hereof" as determined used in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease Lease, shall be construed as referring to include, with respect to the Lease 17th Floor Premises and 16th Floor Premises (as the case may be), when applicable, the 2019 Extension Term, as so extended, unless the context clearly otherwise requires. .
(h) Notwithstanding anything contained herein to the contrarycontrary herein contained, in no event shall Tenant have be permitted the right to exercise more than one extension option at a time and further, Tenant shall not have extend the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall term of the Lease Term hereof be extended for more than ten (10) years after with respect to the 15th Floor Premises pursuant to this Section 6; it being understood that the expiration of the Original Term hereofLease with respect to the 15th Floor Premises shall be September 30, 2019, unless sooner terminated pursuant to the terms of the Lease.
Appears in 2 contracts
Sources: Modification of Lease (Ambac Financial Group Inc), Modification of Lease (Ambac Financial Group Inc)
Extension Option. Tenant shall have one (A1) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as the Term of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still (“Extension Option”) for an additional period of five (5) years (“Extended Term”) by giving Landlord written notice of such election (“Option Exercise Notice”) not earlier than twelve (12) months nor later than nine (9) months prior to the Expiration Date. If Tenant does not timely deliver the Option Exercise Notice, Tenant’s right to exercise the Extension Option shall terminate. Tenant shall have no right to exercise the Extension Option notwithstanding any provision in full force and effect, and (iii) Tenant has the grant to the contrary if ▇▇▇▇▇▇ does not sublet more than occupy at least fifty percent (50%) of the Rentable Floor Area Premises or is in default of this Lease after expiration of any applicable notice and cure period. The Extension Option may be exercised by the Premises originally-named tenant or a Permitted Transferee that has taken an assignment of this Lease and may not be exercised or assigned, voluntarily or involuntarily, by or to any person or entity or exercised for the occupancy of any other person or entity. The Extended Term shall be on the same terms and conditions as contained in this Lease except that (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant i) there shall have the be no further right to extend the Term hereof upon all Lease beyond the same termsExtended Term, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which ii) there shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment pre-pay monthly base rent, initial rent concessions or abatements or obligation of Landlord to Tenant in respect of any construction allowance construct tenant improvements or the like or to perform any work to the Premises as pay a result of the exercise by Tenant of any such option tenant improvement allowance, and (although the absence of any construction or other refurbishment allowance from Landlord for iii) Monthly Base Rent during the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior equal to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Fair Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as Rental Rate determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofParagraph.
Appears in 2 contracts
Sources: Lease (BillionToOne, Inc.), Lease (BillionToOne, Inc.)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as at the commencement date of the commencement of the Extended Term in question extension option period (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises assigned this (except for a subletting an assignment permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same Annual Fixed Rent, terms, conditions, covenants and agreements herein contained (except for that the Annual Fixed Rent which only extension option shall be adjusted during the option periods as hereinbelow set forthforth in this Section 2.4.1) for two one (21) periods period of five one (51) years each year as hereinafter set forth. Each Such option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable the option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen twelve (1612) months nor later than twelve six (126) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Original Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) abovesuch notice, then this Lease and the Lease Term hereof shall automatically be deemed extended, extended for the applicable Extended Termoption period, without the necessity for the execution of any additional documents, documents (except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20fixed rent); and in such event all references herein to the Lease Term or the Term term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof.
Appears in 2 contracts
Sources: Lease Agreement (Synta Pharmaceuticals Corp), Lease Agreement (Synta Pharmaceuticals Corp)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as at the commencement date of the commencement of the Extended Term in question extension option period (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a an assignment or subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods period as hereinbelow herein below set forth) for two one (21) periods period of five three (53) years each as hereinafter set forth. Each The option period is sometimes herein referred to as an "the “Extended Term." ”. Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice (“Exercise Notice”) to Landlord, not earlier than sixteen twelve (1612) months nor later than twelve nine (129) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) then Term, exercising such option to extend. Promptly after Landlord’s receipt of Tenant's request for the Exercise Notice, Landlord shall provide Landlord's ’s quotation to Tenant of a proposed Annual Fixed Rent annual rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen Term (15) business days after receipt of Tenant's request“Landlord’s Rent Quotation”). If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent annual rental for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit HE) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. E. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) % of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such the Extended Term. If Tenant shall have failed to does not timely request the Broker Determination, then Annual Fixed Rent during the Extended Term shall be equal to the greater of (a) Landlord’s Rent Quotation or (b) the Annual Fixed Rent for in effect during the applicable last twelve (12) month period of the Lease Term immediately prior to such Extended Term shall be as set forth in Landlord's original quotationTerm.
(C) Upon the giving of notice the Exercise Notice by Tenant to Landlord exercising Tenant's ’s option to extend the Lease Term in accordance with the provisions of Section 8.20(B) B above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires, and except that there shall be no further option to extend the Lease Term. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten three (103) years after the expiration of the Original Term hereofLease Term.
Appears in 2 contracts
Sources: Lease Agreement (Vistaprint LTD), Lease Agreement (Vistaprint LTD)
Extension Option. (Aa) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the “Extended Term in question Term” (hereinafter defined) (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a an assignment or subletting permitted without Landlord's ’s consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 5A.2 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods period as hereinbelow set forth) for two one (21) periods period of five (5) years each as hereinafter set forth. Each Such option period is sometimes herein referred to as an "the “Extended Term." ” Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(Bb) If Tenant desires to exercise its applicable the option to extend the Term, then Tenant shall give notice (the “Extension Term Exercise Notice”) to Landlord, not earlier than sixteen fifteen (1615) months nor later than twelve (12) months prior to the expiration of the Lease Original Term, exercising such option to extend. Within thirty (30) days after Landlord’s receipt of the Extension Term (as it may have been previously extended hereunder) of Tenant's request for Exercise Notice, Landlord shall provide Landlord's ’s quotation to Tenant of a proposed Annual Fixed Rent annual rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen Term (15) business days after receipt of Tenant's request“Landlord’s Extension Term Rent Quotation”). If at the expiration of thirty (30) days after the date when Tenant receives Tenant’s receipt of Landlord's quotation of the proposed Annual Fixed ’s Extension Term Rent as aforesaid Quotation (the "“Extension Term Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent annual rental for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Extension Term Negotiation Period, to make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit HK) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. K. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) an amount equal to ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermDetermination. If Tenant shall have failed to does not timely request the Broker Determination, then Tenant shall be deemed to have elected to have accepted Landlord’s Extension Term Rent Quotation (“Tenant’s Deemed Acceptance of Landlord’s Quotation”).
(c) Upon the first to occur of (i) the agreement by Landlord and Tenant during the Extension Term Negotiation Period on an Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
Term, (Cii) Upon the giving of notice timely request by Tenant to Landlord exercising Tenant's option to extend the Lease Term for a Broker Determination in accordance with the provisions of Section 8.20(Bsubsection (b) above or (iii) the occurrence of Tenant’s Deemed Acceptance of Landlord’s Quotation in accordance with the provisions of subsection (b) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.209.18; and in such event all references herein to the Lease Term or the Term term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires, and except that there shall be no further option to extend the Lease Term. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten five (105) years after the expiration of the Original Lease Term hereof.
(d) Time is of the essence with respect to the provisions of this Section 9.18.
Appears in 2 contracts
Sources: Lease Agreement (Care.com Inc), Lease Agreement (Care.com Inc)
Extension Option. (A) On a. Provided no Event of Default exists and Tenant has not assigned this Lease or subleased the conditions (which conditions Landlord may waive entire Premises to an entity other than as permitted by written notice to Tenant) that both Section 12.02 at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1)such election, (ii) Tenant may renew this Lease is still in full force and effect, and for one (iii1) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods additional period of five (5) years each (“Extension Term”) on the same terms provided in this Lease (except as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result forth below), by delivering written notice of the exercise by thereof to Landlord not later than nine (9) months before the expiration of the Initial Term. On or before the commencement date of the extended Term in question, Landlord and Tenant of any shall execute an amendment to this Lease extending the Term on the same terms provided in this Lease, except as follows:
1. The Base Rent payable for each month during each such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended extended Term shall be a factor considered by all parties the prevailing fair market rental rate for tenants in determining the Prevailing Market Rent Building, at the commencement of such extended Term, for space of equivalent quality, size, utility, improvements installed at Landlord’s expense only and location as the Premises, with the length of the extended Term and Tenant’s obligations to pay additional rent under the Lease and that there will be no free rent, tenant improvement allowance or other concession during the extension terms under this Section 8.20 Lease to be taken into account (the “Market Rate”);
2. Tenant shall have no further renewal options unless expressly granted by Landlord in writing; and
3. Landlord shall lease to Tenant the Premises in their then-current condition, and Exhibit H)Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements unless otherwise agreed by Landlord and Tenant.
b. Tenant’s rights under this Exhibit G shall terminate if (B1) If this Lease or Tenant’s right to possession of the Premises is terminated; (2) Tenant desires assigns any of its interest in this Lease or sublets all of the Premises to an entity other than as permitted by Section 12.02, or (3) Tenant fails to timely exercise its applicable option under this Exhibit G, time being of the essence with respect to extend Tenant’s exercise thereof.
c. If it becomes necessary to determine the TermMarket Rate by appraisal, then Tenant real estate appraiser(s), all of whom shall give notice be Members of the Appraisal Institute and who have at least five (5) years experience appraising research and development space located in the vicinity of the Premises shall be appointed and shall act in accordance with the following procedures:
1 If the parties are unable to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months agree on the Market Rate by the 90th day prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Initial Term, either party may demand an appraisal by giving written notice to the other party, which quotation Landlord demand to be effective must state the name, address and qualifications of an appraiser selected by the party demanding an appraisal (the “Notifying Party”). Within ten (10) days following the Notifying Party’s appraisal demand, the other party (the “Non-Notifying Party”) shall deliver either approve the appraiser selected by the Notifying Party or select a second properly qualified appraiser by giving written notice of the name, address and qualification of such appraiser to Tenant the Notifying Party. If the Non-Notifying Party fails to select an appraiser within the ten (10) day period, the appraiser selected by the Notifying Party shall be deemed selected by both parties and no other appraiser shall be selected. If two appraisers are selected, they shall select a third appropriately qualified appraiser. If the two appraisers fail to select a third qualified appraiser, the third appraiser shall be appointed by the then presiding judge of the county where the Premises are located upon application by either party. 2 If only one appraiser is selected, that appraiser shall notify the parties in writing simple letter form of its determination of the Market Rate within fifteen (15) business days after receipt of Tenant's requestfollowing his selection, which appraisal shall be conclusively determinative and binding on the parties as the appraised Market Rate. If at multiple appraisers are selected, the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have appraisers shall meet not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more later than ten (10) years after days following the expiration selection of the Original Term hereoflast appraiser. At such meeting the appraisers shall attempt to determine the Market Rate as of the commencement date of the extended term by the agreement of at least two (2) of the appraisers. If two (2) or more of the appraisers agree on the Market Rate at the initial meeting, such agreement shall be determinative and binding upon the parties hereto and the agreeing appraisers shall, in simple letter form executed by the agreeing appraisers, forthwith notify both Landlord and Tenant of the amount set by such agreement. If multiple appraisers are selected and two (2) appraisers are unable to agree on the Market Rate, all appraisers shall submit to Landlord and Tenant an independent appraisal of the Market Rate in simple letter form within twenty (20) days following appointment of the final appraiser. The parties shall then determine the Market Rate by averaging the appraisals; provided that any high or low appraisal, differing from the middle appraisal by more than ten percent (10%) of the middle appraisal, shall be disregarded in calculating the average. 3 If only one appraiser is selected, then each party shall pay one-half of the fees and expenses of that appraiser. If three appraisers are selected, each party shall bear the fees and expenses of the appraiser it selects and one-half of the fees and expenses of the third appraiser.
Appears in 2 contracts
Sources: Lease Agreement (Peloton Therapeutics, Inc.), Lease Agreement (Peloton Therapeutics, Inc.)
Extension Option. (A) On Provided that there has been no Event of Default which is uncured and continuing on the conditions (which conditions Landlord may waive by written notice to part of the Tenant) that both at , and the time Tenant is, as of the date of exercise of the herein described applicable option to extend and as of the commencement date of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1)Extension Term, (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty actually occupying at least fifty-one percent (5051%) of the Rentable Floor Area of Premises for its business purposes, the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) additional periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of (any such option period an “Extension Term”) on the following terms and conditions:
(although a) Such right to extend the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered exercised by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If giving of notice by Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than Landlord at least twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for or the applicable Extended first Extension Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid applicable (the "Negotiation Period"“Extension Notice Deadline Date”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of such notice by Tenant to Landlord exercising Tenant's option to extend on or before the Lease Term in accordance with the provisions of Section 8.20(B) aboveExtension Notice Deadline Date, then this Lease and the Lease Term hereof shall automatically be deemed extendedextended for an additional term, for the applicable Extended Termas specified above, without the necessity for the execution of any additional documents, documents except that Landlord and Tenant agree to enter into an instrument in writing setting forth a document memorializing the Annual Fixed Rent for the applicable Extended Extension Term to be determined as set forth below. Time shall be of the essence with respect to the Tenant’s giving notice to extend the Term on or before the Extension Notice Deadline Date.
(b) The Extension Term shall be upon all the terms, conditions and provisions of this Lease, except the Annual Fixed Rent payable during the first Extension Term shall be at the then Extension Fair Rental Value of the Premises, to be determined under Section 2.6(d) or Section 2.6(e) below. For purposes of 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 in Cambridge, Massachusetts, based on the then “as is” conditions of the Premises when compared to similar class A laboratory/office properties in the relevant manner set forth in this Section 8.20; and in such event all references herein Cambridge market.
(c) If the Tenant makes a written request to the Lease Landlord for a proposal for the Extension Fair Rental Value for the first Extension Term (“Tenant’s Extension Rental Request”) on or before the Term of this Lease shall be construed as referring day two (2) months prior to the Lease TermExtension Notice Deadline Date, as so extended, unless then the context clearly otherwise requires. Notwithstanding anything contained herein Landlord shall make such a written proposal (“Landlord’s Rental Proposal”) to the contraryTenant within fifteen (15) days after receipt of Tenant’s Extension Rental Request, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and but in no event shall the Lease Landlord be required to deliver such a proposal sooner than fourteen (14) months prior to the scheduled commencement of the Extension Term. Following delivery by the Landlord of Landlord’s Rental Proposal to the Tenant, the parties will endeavor in good faith to reach agreement with respect to the establishment of the Extension Fair Rental Value.
(d) Unless the parties have already mutually agreed upon such Extension Fair Rental Value, on or before the day that is ten (10) days prior to the Extension Notice Deadline Date, the Landlord and the Tenant shall deliver to each other their final Rental Proposal and each of such Landlord's Rental Proposal and such Tenant's Rental Proposal (the "Final Rental Proposals") shall be binding on the Landlord and the Tenant, respectively, for the purpose of conducting the resolution procedure described in clause (e) below. Failure by the Landlord or the Tenant to timely deliver a Final Landlord's Rental Proposal or Final Tenant's Rental Proposal, as the case may be, shall result in the other party's proposal being deemed the Extension Fair Rental Value.
(e) If the Tenant exercises its election to extend the Term hereof be extended for more than under clause (a) above, without the Extension Fair Rental Value of the Premises having been established by mutual agreement of the parties as contemplated under clauses (c) and (d) above, then within thirty (30) days after the Tenant's exercise of its election to extend the Term, Landlord and Tenant shall either (i) mutually agree upon the identity of a real estate professional ("Arbiter") with at least ten (10) years after continuous experience in the expiration business of appraising or marketing similar commercial real estate in the Cambridge, Massachusetts area who has agreed to serve as hereinafter provided (the "Deciding Arbiter"), or (ii) each appoint an Arbiter who shall, within thirty (30) days of selection, select a third Arbiter to serve as the Deciding Arbiter. The Deciding Arbiter shall select either the Final Landlord's Rental Proposal or the Final Tenant's Rental Proposal as the proposal most accurately stating the Extension Fair Rental Value of the Original Premises. If the two Arbiters respectively selected by the parties (the "Party Selected Arbiters") cannot agree upon the selection of a Deciding Arbiter, then such two Party Selected Arbiters shall seek the selection of the Deciding Arbiter by the Massachusetts Chapter of the Commercial Brokers Association. The Deciding Arbiter shall give notice of his or her selection to the Landlord and the Tenant and, within thirty (30) days following the Deciding Arbiter’s appointment, its selection of either Final Landlord's Rental Proposal or Final Tenant's Rental Proposal which selection shall be final and binding upon the Landlord and the Tenant. Each party shall pay the fees and expenses of its Party Selected Arbiter and one-half of the fees and expenses of the Deciding Arbiter. In the event that the commencement of the Extension Term hereofoccurs prior to a final determination of the Extension Fair Rental Value therefore (the "Extension Rent Determination Date"), then the Tenant shall pay the Annual Fixed Rent in effect at the time. 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 thirty (30) days of the Expansion Rent Determination Date. 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 prior to the Extension Rent Determination Date, then the Landlord shall refund to the Tenant the amount of such overpayment within thirty (30) days of the Expansion Rent Determination Date.”
Appears in 1 contract
Sources: Lease (Ariad Pharmaceuticals Inc)
Extension Option. Any prior options to further extend the Term of the Lease are hereby deleted and replaced with the following:
(Aa) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both Provided that, at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question such exercise, (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (ii) no default of Tenant shall have occurred and be continuing beyond applicable notice and cure periods (either at the time of exercise or at the commencement of the Extended Term), and (iii) Tenant has not sublet more than fifty percent (50%) shall be in occupancy of the Rentable Floor Area substantially all of the Premises for the conduct of its business and shall not have sublet the Premises (except for a subletting permitted without any of which conditions described in clauses (i), (ii), and (iii) may be waived by Landlord at any time in Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof’s sole discretion), Tenant shall have the right option to extend the Term hereof upon all of this Lease for one (1) extended term (the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth“Extended Term”) for two (2) periods of five (5) years each as hereinafter set forthby giving written notice to Landlord not later than fifteen (15) months prior to the expiration date of the Term. Each option period is sometimes herein referred to as an "The effective giving of such notice of extension by Tenant shall automatically extend the Term of this Lease for the Extended Term." Notwithstanding any implication , and no instrument of renewal or extension need be executed. In the event that Tenant fails timely to give such notice to Landlord, this Lease shall automatically terminate at the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result end of the exercise by original Term and Tenant shall have no further option to extend the Term of any such this Lease. The Extended Term shall commence on the day immediately succeeding the expiration date of the original Term and shall end on the day immediately preceding the fifth (5th) anniversary of the first day of the Extended Term. The Extended Term shall be on all the terms and conditions of this Lease, except: (w) during the Extended Term, Tenant shall have no further option to extend the Term, (although x) the absence of any construction or other refurbishment allowance from Landlord Fixed Rent for the Extended Term shall be a factor considered the Fair Market Rental Value of the Premises as of the commencement of the Extended Term, taking into account all relevant factors, determined pursuant to paragraph (b) below, (y) Landlord shall not be required to furnish any materials or perform any work to prepare the Premises for Tenant’s occupancy during the Extended Term and Landlord shall not be required to provide any work allowance or reimburse Tenant for any alterations made or to be made by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)Tenant, or to grant Tenant any rent concession.
(Bb) If Tenant desires Promptly after receiving Tenant’s notice extending the Term of this Lease pursuant to exercise its applicable option to extend the Termparagraph (a) above, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later but in no event sooner than twelve (12) months prior to the expiration of the Lease Term Term, Landlord shall provide Tenant with Landlord’s good faith estimate of the Fair Market Rental Value (as it may have been previously extended hereunderdefined in paragraph (c) below) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent the Premises for the applicable upcoming Extended TermTenn. If Tenant is unwilling to accept Landlord’s estimate of the Fair Market Rental Value as set forth in Landlord’s notice referred to above, which quotation Landlord shall deliver and the parties are unable to Tenant in writing reach agreement thereon within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives delivery of such notice by Landlord's quotation , then either party may submit the determination of the proposed Annual Fixed Rent Fair Market Rental Value of the Premises to arbitration by giving notice to the other party naming the initiating party’s arbitrator within ten (10) days after the expiration of such thirty (30)-day period. Within fifteen (15) days after receiving a notice of initiation of arbitration, the responding party shall appoint its own arbitrator by notifying the initiating party of the responding party’s arbitrator. If the second arbitrator shall not have been so appointed within such fifteen (15) day period, the Fair Market Rental Value of the Premises shall be determined by the initiating party’s arbitrator. If the second arbitrator shall have been so appointed, the two arbitrators thus appointed shall, within fifteen (15) days after the responding party’s notice of appointment of the second arbitrator, appoint a third arbitrator. If the two initial arbitrators are unable timely to agree on the third arbitrator, then either may, on behalf of both, request such appointment by the Boston office of JAMS, Inc., or its successor, or, on its failure, refusal or inability to act, by a court of competent jurisdiction. The Fair Market Rental Value of the Premises for the Extended Term shall be determined by the method commonly known as aforesaid Baseball Arbitration, whereby Landlord’s selected arbitrator and Tenant’s selected arbitrator shall each set forth its respective determination of the Fair Market Rental Value of the Premises, and the third arbitrator must select one or the other (it being understood that the "Negotiation Period"third arbitrator shall be expressly prohibited from selecting a compromise figure), . Landlord’s selected arbitrator and Tenant’s selected arbitrator shall deliver their determinations of the Fair Market Rental Value of the Premises to the third arbitrator within five (5) Business Days of the appointment of the third arbitrator and the third arbitrator shall render his or her decision within ten (I0) days after receipt of both of the other two determinations of the Fair Market Rental Value of the Premises. The third arbitrator’s decision shall be binding on both Landlord and Tenant. All arbitrators shall be commercial real estate brokers who are independent from the parties and who have had at least ten (I0) years’ experience in comparable buildings in the Market Area (as defined in paragraph (c) below). Each party shall pay the fees of its own arbitrator, and the fees of the third arbitrator shall be shared equally by the parties. In the event Tenant have not reached agreement on a determination initiates the aforesaid arbitration process and as of an Annual the commencement of the Extended Term the amount of the Fixed Rent for the Extended Term has not been determined, Tenant shall pay the amount determined by Landlord for the Premises and when the determination has actually been made, an appropriate retroactive adjustment shall be made as of the commencement of the Extended Term if necessary. In the event that such determination shall result in an overpayment by Tenant of any Fixed Rent, such overpayment shall be paid by Landlord to Tenant promptly after such determination has been made, and if such determination shall result in an underpayment by Tenant of any Fixed Rent, Tenant shall pay any such amounts to Landlord promptly following such determination.
(c) As used in this Lease, the term “Fair Market Rental Value” shall mean the fixed rents that landlords of comparable buildings in Bedford, Billerica and Chelmsford (the “Market Area”) have agreed to accept, and sophisticated, nonaffiliated tenants of comparable buildings have agreed to pay, in current arms-length, nonrenewal, nonequity (i.e., not being offered equity in the building), transactions for comparable space of a comparable size, for a term equal to the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotationtaking into account all other relevant factors.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof
Appears in 1 contract
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty thirty percent (5030%) of the Rentable Floor Area of the Premises (except for a an assignment or subletting permitted without Landlord's ’s consent under Section 5.6.1 5.6.4 hereof or any and/or occupancy permitted under by a Permitted Occupant pursuant to Section 5.6.6 hereof5.6.7), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent and the Base Operating Expenses and Base Taxes which shall be adjusted during the option periods period as hereinbelow set forth) for two one (21) periods period of five (5) years each as hereinafter set forth. Each The option period is sometimes herein referred to as an "the “Extended Term." ” Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable said option to extend the Term, then Tenant shall give notice to LandlordLandlord (the “Extension Exercise Notice”), not earlier than sixteen twenty-one (1621) months nor later than twelve fifteen (1215) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) hereunder of Tenant's ’s election to extend together with a request for Landlord's ’s quotation of the Prevailing Market Rent (as defined in Exhibit K attached hereto) for the Premises as of the commencement date of the extension period, such quotation to be based on the use of the Premises as first class office space utilizing properties of a similar character within the Boston West Suburban market (including premises within the Property if at the time such quotation is requested such premises shall be available for rent). Within thirty (30) days after Landlord’s receipt of the Extension Exercise Notice, Landlord shall provide Landlord’s quotation to Tenant of a proposed Annual Fixed Prevailing Market Rent for the applicable Premises for the Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen Term (15) business days after receipt of Tenant's request“Landlord’s Rent Quotation”). If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed the Prevailing Market Rent for the applicable such Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for a thirty (30) days following the expiration of the Negotiation Period, to make a written request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit HK) for the applicable such Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. K. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to does not timely request the Broker Determination, then the Annual Fixed Rent for the applicable Premises during the Extended Term shall be as set forth in equal to Landlord's original quotation’s Rent Quotation for Annual Fixed Rent.
(C) Upon the giving of notice the Exercise Notice by Tenant to Landlord exercising Tenant's ’s option to extend the Lease Term in accordance with the provisions of Section 8.20(B9.18(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, extended for the applicable Extended Term, without the necessity for the execution of any additional documents, documents (except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Premises for the Extended Term as determined determine in the relevant manner set forth in this Section 8.209.18) upon all of the same terms and conditions in this Lease, except that (i) the Annual Fixed Rent for the Premises for the Extended Term shall be the amount determined pursuant to this Section 9.18; (ii) during the Extended Term, the Base Operating Expenses will be the Landlord’s Operating Expenses for the calendar year in which the Extended Term commences and the Base Taxes will be the Landlord’s Tax Expenses for the fiscal tax year in which the Extended Term commences; (iii) the only extension option shall be the one set forth in this Section 9.18; and in such event (iv) all references herein to the Lease Term or the Term term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof.
Appears in 1 contract
Extension Option. (Aa) On Provided that, at the conditions time of each such exercise, (which conditions Landlord may waive by written notice to i) the Lease is in full force and effect, and (ii) no default of Tenant) that both , as such term is defined in Section 7.1 of the Lease, shall have occurred and be continuing (either at the time of exercise or at the commencement of an Extended Term, as hereinafter defined), Tenant shall have the herein described applicable right and option to extend the Term of the Lease for two (2) extended terms (collectively, the "Extended Terms") of five (5) years each by giving written notice to Landlord not later than six (6) months prior to the expiration date of the Term with respect to the first Extended Term and not later than six (6) months prior to the expiration date of the first Extended Term with respect to the second Extended Term. The effective giving of such notice of extension by Tenant shall automatically extend the Term of the Lease for the applicable Extended Term, and no instrument of renewal or extension need be executed. In the event that Tenant fails timely to give such notice to Landlord, the Lease shall automatically terminate at the end of the Term then in effect, and Tenant shall have no further option to extend the Term of the Lease. Each Extended Term shall commence on the day immediately succeeding the expiration date of the Term or the preceding Extended Term, as the case may be, and shall end on the day immediately preceding the fifth (5th) anniversary of the first day of such Extended Term. The Extended Terms shall be on all the terms and conditions of the Lease, except: (i) during the Extended Terms, Tenant shall have no further option to extend the Term, except as provided herein during the first Extended Term with respect to the second Extended Term, and (ii) the Annual Fixed Rent for the Extended Terms shall be the Fair Market Rental Value of the Premises as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1)question, (ii) this Lease is still in full force and effecttaking into account all relevant factors, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease determined pursuant to such agreement, then Tenant PARAGRAPH (b) below but in no event shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) less than the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofor
Appears in 1 contract
Sources: Lease (Network Plus Corp)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there then exists no monetary or other material Event of Default (defined in Section 7.1)Default, (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (Premises, except for pursuant to a subletting permitted without transfer not requiring Landlord's consent under ’s consent, as set forth in Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 12.5 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods period as hereinbelow set forth) for two one (21) periods period of five ten (510) years each as hereinafter set forth. Each Tenant’s option to extend the Lease Term is sometimes herein referred to as the “Extension Option” and the option period is sometimes herein referred to as an "the “Extended Term." ”. Notwithstanding any implication to the contrary contrary, Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like except as otherwise provided herein or to perform any work to the Premises except as otherwise provided herein as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable said option to extend the Term, then Tenant shall give notice exercising such option to extend (the “Exercise Notice”) to Landlord, not earlier than sixteen (16) months nor later than twelve twenty-four (1224) months prior to the expiration Expiration Date. Within thirty (30) days after ▇▇▇▇▇▇▇▇’s receipt of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Exercise Notice, Landlord shall provide Landlord's ’s quotation to Tenant of a proposed Annual Fixed Rent for the applicable Premises for the Extended TermTerm (“Landlord’s Rent Quotation”). Notwithstanding the foregoing or anything herein to the contrary, which in no event shall Landlord be obligated to provide Landlord’s quotation Landlord shall deliver to Tenant in writing within fifteen of a proposed Annual Fixed Rent for the Premises more than twenty-four (1524) business days after receipt of Tenant's requestmonths prior to the Expiration Date. If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Premises for the Extended Term and executed a written instrument extending the Lease Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty fifteen (3015) days following the expiration of the Negotiation Period, to either (x) make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit HF) for the applicable such Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. F or (y) withdraw the Exercise Notice (in which event this Section 3.2 shall be deemed null and void and of no further force or effect, and the Lease Term shall expire as of the Expiration Date). If Tenant timely shall have requested the Broker DeterminationDetermination with respect to the Extended Term, then the Annual Fixed Rent for the applicable Premises for the Extended Term shall be the greater of (a) ninety-five one hundred percent (95100%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermDetermination. If Tenant shall have failed to does not timely request the Broker Determination, then Determination in accordance with the provisions of this subsection (B) and the parties shall not otherwise have agreed in writing during the Negotiation Period upon an Annual Fixed Rent for the applicable Extended Term Term, the Exercise Notice shall be as set forth in Landlord's original quotationdeemed to have been withdrawn by Tenant.
(C) Upon the giving first to occur of notice (x) the mutual written agreement by Landlord and Tenant during the Negotiation Period on the Annual Fixed Rent to be payable during the Extended Term or (y) the timely request by Tenant to Landlord exercising Tenant's option to extend for the Lease Term Broker Determination in accordance with the provisions of Section 8.20(Bsubsection (B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.203.2; and in such event all references herein to the Lease Term or the Term term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of Expiration Date hereof unless otherwise agreed to by the Original Term hereofparties.
Appears in 1 contract
Extension Option. 50.01 (Ai) On Provided that Tenant is not in default under this Lease beyond the conditions (which conditions Landlord may waive by written notice grace period applicable to Tenant) that both such default, if any, at the time of exercise of its option under this Section 50 or on the Expiration Date, the tenant first named herein described applicable option to extend and as (the “Named Tenant”) shall occupy not less than ninety (90%) percent of the commencement entire Premises for the conduct of its business on the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1)Expiration Date, (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Named Tenant shall have the right (the “Extension Right”) to extend the Term hereof upon all term of the same terms, conditions, covenants and agreements herein contained (except Lease with respect to the entire Premises for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of a single five (5) years each as hereinafter set forthyear period (the “Extension Term”). Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to The Extension Term shall commence on the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or day after the like or to perform any work to Expiration Date (the Premises as a result “Extension Term Comm. Date”) and shall expire on the fifth (5th) anniversary of the Expiration Date, unless the Extension Term shall sooner end pursuant to any of the terms, covenants or conditions of the Lease or pursuant to Law. Tenant must give Landlord written notice of Tenant’s intention to exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor no later than twelve three hundred sixty-five (12365) months days prior to the expiration Expiration Date, as to which date time is of the essence, and upon the giving of such notice, subject to the provisions of the first sentence of this Section 50.01 and Subsection (vii), the term of the Lease shall be extended without execution or delivery of any other or further document, with the same force and effect as if the Extension Term (as it may have had originally been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for included in the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation original term of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration Lease. All of the Negotiation Periodterms, to make a request to Landlord for a broker determination (the "Broker Determination") covenants and conditions of the Prevailing Market Rent (as defined Lease shall continue in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in full force and effect during the last twelve (12) month period Extension Term, including items of additional rent and escalation which shall remain payable on the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as terms herein set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with provided, however that the provisions of Section 8.20(B3.02 and Article 22 hereof shall not be applicable during the Extension Term) above, then this Lease and Tenant shall have no further right to extend the term of the Lease Term hereof shall automatically be deemed extendedfor any reason; provided, however, that in the event that the fixed annual rent payable by Tenant for the applicable Extended Term, without Premises during the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Extension Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein is equal to the Lease Term Escalated Rent (as more particularly defined below) (1) the phrase “Base Tax Year” as such term is defined in Article 32.0(iii) of the Lease, shall mean the average of the Real Estate Taxes payable for (x) New York City real estate tax year commencing on July 1, 2017 and ending on June 30, 2018, and (y) the New York City real estate tax year commencing on July 1, 2018 and ending on June 30, 2019, and (2) the phrase “Base Year” and “Base Insurance Year” as such terms are defined in Article 49.02 shall mean the average of the Expenses or the Term of this Lease shall be construed as referring to the Lease TermBuilding Insurance Expenses, as so extendedapplicable, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, incurred in no event shall Tenant have the right to exercise more than one extension option at a time calendar year 2017 and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofcalendar year 2018.
Appears in 1 contract
Extension Option. (Aa) On Landlord hereby grants to Tenant the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend the term of this Lease (the "Option") for one additional five-year period. Tenant shall exercise such Option by giving written notice of exercise to Landlord at least six (6) months prior to the Expiration Date; provided, however, that such Option shall not be exercisable if Tenant is then in default hereunder or if the other conditions set forth in the Lease have not been met. All of the terms and conditions of this Lease shall govern such extended term insofar at applicable, and all references in this Lease to the term hereof shall be deemed to include such extended term unless the context clearly indicates to the contrary.
(b) The Base monthly Rent for the Option term shall be 95% of the fair market rate as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) Option term as determined by the agreement of the Rentable Floor Area of parties or, if the Premises parties are unable to agree on or before ninety (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth90) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior days rior to the expiration of the Lease Term term, then by an appraisal conducted pursuant to Subparagraph (as it may have been previously extended hereunderb) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed below. Notwithstanding the above, the Base Monthly Rent for the applicable Extended Termno event less than the Base Monthly of the original lease term. The Base into account the duration of the provide for reasonable periodic such term.
(c) if it becomes necessary to determine the fair market rate for the Premises by appraisal, then real estate appraisers), all of whom shall be members of the American Institute of Real Estate Appraisers and each having at least two years experience appraising commercial and industrial real property located within the vicinity of the Premises, shall be appointed and shall act in accordance with the following procedures:
(i) if Landlord and Tenant are unable to agree on the base rent for the Option term, then either party may demand an appraisal by giving written notice to the other party, which quotation Landlord demand to be effective must state the name, address and qualifications of an appraiser selected by the party demanding an appraisal (the "Notifying Party"). Within ten (10) days following the Notifying Party's appraisal demand, the other party (the "Non-Notifying Party") shall deliver either approve the appraiser selected by the Notifying Party or select a second properly qualifled appraiser by giving written notice of the name, address and qualifications of said appraiser to Tenant in writing within fifteen (15) business days after receipt of Tenant's requestthe Notifying Party. If at the expiration Non-Notifying Party fails to select an appraiser within the ten (10) day period, then the appraiser selected by the Notifying Party shall be deemed selected by both parties and no other appraiser shall be selected. If two appraisers are selected, they shall select a third appropriately qualified appraiser. If the two appraisers fail to select a third qualified appraiser within ten (10) days, then, upon application by either party, the third appraiser shall be appointed by the President (or person serving in comparable position, if there is no President) of the local Real Estate Board (or any successor entity or body of comparable standing if such Board does not then exist) or the person to whom the President may delegate that function.
(ii) If only one appraiser is selected, then that appraiser shall notify the parties in simple letter form of its determination of the fair market rate for the Premises within thirty (30) days after of his selection, which appraisal shall be conclusively determinative and binding on the date when Tenant receives Landlord's quotation of parties as the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent fair market rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty Premises.
(30iii) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determinationmultiple appraisers are selected, then the Annual Fixed Rent for the applicable Extended Term appraisers shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall meet not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more later than ten (10) years days following selection of the last appraiser. At such meeting, the appraisers shall attempt to determine the fair market rate for the Premises as of the commencement date of the Option period by the agreement of at least two of the appraisers.
(iv) The appraisers' determination of the fair market rate shall be based on a building of the same age, construction, size and location as the Premises and shall take into account Tenant's obligation to pay additional rent under the terms of this Lease. in determining the fair market rate, the appraisers shall not consider any improvements, alterations, additions, fixtures or equipment installed in the Premises at Tenant's expense but shall include improvements, Alterations, additions, fixtures of equipment installed at Landlord's expense. If two or more of the appraisers agree on the fair market rate for the Premises at the ini t ial meeting, then such agreement shall be determinative and binding on the parties hereto and the agreeing appraisers shall, in simple letter from executed by the Agreeing appraisers, forthwith notify both Landlord and Tenant of the amount set by such agreement.
(v) If multiple appraisers are selected and the agreement of at least two appraisers cannot be obtained w ithin ten (10) days after the initial meeting, then, within five (5) days after the expiration of said ten (10) day period, all appraisers shall submit to Landlord and Tenant and independent appraisal, in simple letter form, of the Original Term hereoffair market rent for the Premises. The parties shall then determine the appraised fair market rent for the Premises by averaging the appraisals; provided, however, that (i) if the lowest appraisal is less than eighty-five percent (85%) of the middle appraisal, then such lowest appraisal shall be disregarded, and (ii) if the highest appraisal is greater than one hundred fifteen percent (115%) of the middle appraisal, then such highest appraisal shall be disregarded. If any appraisal is so disregarded, then the average shall be determined by computing the average of the appraisals that have not been disregarded.
(vi) Nothing contained herein shall prevent Landlord and Tenant from jointly selecting a single appraiser to determine the fair market rate of the Premises, in which event the determination of such appraisal shall be conclusively deemed to be the fair market rate of the Premises for the option term in question.
(vii) If only one appraiser is selected, then each party shall pay half of the fees and expenses of that appraiser. If three appraisers are selected, then each party shall bear the fees and expenses of the appraiser it selects, plus half of the fees and expenses of the third appraiser.
Appears in 1 contract
Sources: Standard Triple Net Industrial Lease (Telco Systems Inc /De/)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1)) and there have been no more than two (2) Event of Default occurrences during the Term, (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty twenty-five percent (5025%) of the Rentable Floor Area of the Premises (except for a an assignment or subletting permitted without Landlord's ’s consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 5.6.4 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two one (21) periods period of five (5) years each as hereinafter set forth. Each The option period is sometimes herein referred to as an "the “Extended Term." ” Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable said option to extend the Term, then Tenant shall give notice (“Exercise Notice”) to Landlord, not earlier than sixteen twelve (1612) months nor later than twelve nine (129) months prior to the expiration of the Term of this Lease Term (as it may have been previously extended hereunder) exercising such option to extend. Promptly after Landlord’s receipt of Tenant's request for the Exercise Notice, Landlord shall provide Landlord's ’s quotation to Tenant of a proposed Annual Fixed Rent annual rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen Term (15) business days after receipt of Tenant's request“Landlord’s Rent Quotation”). If at the expiration of thirty fifteen (3015) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty fifteen (3015) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit HF) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. F. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such the Extended Term. If Tenant shall have failed to does not timely request the Broker Determination, then the Annual Fixed Rent for during the applicable Extended Term shall be as set forth equal to the greater of (a) Landlord’s Rent Quotation or (b) the Annual Fixed Rent in Landlord's original quotationeffect during the last twelve (12) month period of the Lease Term immediately prior to the Extended Term.
(C) Upon the giving of notice the Exercise Notice by Tenant to Landlord exercising Tenant's ’s option to extend the Lease Term in accordance with the provisions of Section 8.20(B) B above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.209.18; and in such event all references herein to the Lease Term or the Term term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in except that there shall be no event shall further option to extend the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofTerm.
Appears in 1 contract
Sources: Lease Agreement (Arsanis, Inc.)
Extension Option. Landlord and Tenant acknowledge and agree that the extension option contained in Section 9.18 of the Lease shall be deleted in its entirety, and Tenant’s only option to extend the Term upon the expiration of the Second Extended Term shall be as set forth in this Section 2.
(A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Third Extended Term in question (as hereinafter defined) (i) there exists no monetary or other material “Event of Default Default” (defined in Section 7.1)7.1 of the Lease) and there have been no more than two (2) Event of Default occurrences during the Term, (ii) this the Lease is still in full force and effect, and (iii) Tenant has not neither assigned the Lease nor sublet more than fifty twenty-five percent (5025%) of the Rentable Floor Area of the Premises (except for a an assignment or subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 5.6.4 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent Rent, which shall be adjusted during the as set forth in Section 2(B) below and except that there shall be no further option periods as hereinbelow set forthto extend) for two one (21) periods period of five one (51) years each year commencing on February 1, 2022 and expiring on January 31, 2023 (the “Third Extended Term”) as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary contrary, Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable said option to extend the Term, then Tenant shall give notice (the “Exercise Notice”) to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior January 31, 2021 exercising such option to extend. During the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Third Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term Premises shall be payable by Tenant at the greater annual rate of $1,115,226.00 (being the product of (ai) ninety-five percent $42.00 and (95%ii) the Rentable Floor Area of the Prevailing Market Rent Premises (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Termbeing 26,553 square feet)). If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice the Exercise Notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of this Section 8.20(B) above2(B), then this the Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Third Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term term of this the Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in except that there shall be no event shall further option to extend the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofTerm.
Appears in 1 contract
Sources: Lease (Radius Health, Inc.)
Extension Option. A. Tenant shall have two options (Aeach, an “Extension Option”) On to extend the conditions term of this Lease, each for an additional period of five (which conditions Landlord may waive by written notice to Tenant5) that both at years. The first such five—year period (the time of exercise “First Extended Term”) shall begin immediately upon the expiration of the herein described applicable option to extend Original Term of this Lease, and the second such five-year period (the “Second Extended Term”) shall begin immediately upon the expiration of the First Extended Term, provided that each of the following conditions has been satisfied:
(i) As of the date of an Extension Notice (defined below) and as of the commencement of the First Extended Term and, if applicable, the Second Extended Term, Tenant has not been in question (i) there exists no default of its monetary or other material Event obligations beyond the expiration of Default (defined in Section 7.1)any applicable cure periods under this Lease more than two times during the Term, including any Extended Term;
(ii) this Lease is still in full force and effect, and Tenant simultaneously exercises an extension option under the Building 75 Lease; and
(iii) Tenant has not sublet subleased 20% or more than fifty percent (50%) of the Rentable Floor Area sum total of (a) the rentable square footage of the Premises plus (except for a subletting permitted without Landlord's consent b) the rentable square footage of the premises under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)the Building 75 Lease, Tenant shall have both at the right to extend time of the Extension Notice and as of the commencement of the First Extended Term hereof upon all and, if applicable, the same Second Extended Term.
B. All of the terms, conditions, covenants and agreements herein contained (provisions of this Lease shall apply to each Extended Term except for that the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) Rate for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties the then- fair market rental rate for premises of comparable size and quality to the Premises, in determining comparable buildings in the Prevailing competitive market area as of the commencement of the applicable Extended Term (the “Fair Market Rate”), excluding the annual charge-off for the Connector Bridge pursuant to Section 3.8 below, but in no event less than the average Annual Fixed Rent Rate in effect during the term immediately preceding the Extended Term in question. For the avoidance of doubt, the Annual Fixed Rent Rate during the First Extended Term shall be no less than $28.04 per rentable square foot of Premises (i.e., the average rental rate per rentable square foot of Premises during the Original Term), and during the Second Extended Term, the Annual Fixed Rent Rate shall be no less than the average Annual Fixed Rent Rate in effect during the First Extended Term. In addition, it is expressly understood and agreed that the annual charge-off for the amortized cost of the Connector Bridge pursuant to Section 3.8 below is payable in addition to and apart from the Fixed Rent during the Term and shall not be included in the determination of the Fair Market Rent under this Section 8.20 during any Extended Term. At the time of commencement of an Extended Term, Tenant’s Base Operating Costs shall be revised to be Operating Costs for first full calendar year of the Extended Term, grossed up if necessary to reflect full occupancy, and Exhibit H).
(B) Base Taxes shall be revised to be Taxes for the first fiscal year which begins during the first Lease Year of the Extended Term, grossed up if necessary to reflect full assessment. If Tenant desires shall elect to exercise an Extension Option, it shall do so by giving Landlord written notice (the “Extension Notice”) of its applicable option to extend the Term, then Tenant shall give notice to Landlord, election not earlier than sixteen (16) months nor later than twelve fifteen (1215) months prior to the expiration of the Original Term of this Lease, or fifteen (15) months prior to the expiration of the First Extended Term, as the case may be. If Tenant gives such notice and satisfies the conditions specified above, the extension of this Lease shall be automatically effected without the execution of any additional documents, but the parties subsequently shall enter into a lease amendment as contemplated under Section 2.3.F below. The Original Term and each Extended Term are hereinafter collectively sometimes called the “Term” or the “term”.
C. Not later than fourteen (14) months prior to the expiration of the Original Term or the First Extended Term, as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to applicable, Landlord shall notify Tenant of a proposed Annual Fixed Rent Landlord’s determination of the Fair Market Rate for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within . Within fifteen (15) business days after receipt of Tenant's requestLandlord gives Tenant Landlord’s proposal for Fair Market Rate, Tenant shall notify Landlord whether Tenant accepts or disputes such rate. If at Tenant disagrees with Landlord’s designation, Landlord and Tenant shall commence negotiations to agree upon the expiration of Fair Market Rate. If Landlord and Tenant are unable to reach agreement on the Fair Market Rate within thirty (30) days after the date when on which Landlord first gave Tenant receives Landlord's quotation ’s proposal for the Fair Market Rate, then the Fair Market Rate shall be determined as provided below.
D. If Landlord and Tenant are unable to agree on the Fair Market Rate by the end of the proposed Annual Fixed Rent as aforesaid said thirty (the "Negotiation Period")30)-day period, then within five (5) days thereafter, Landlord and Tenant have not reached agreement on shall each simultaneously submit to the other in a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration sealed envelope its good faith estimate of the Negotiation PeriodFair Market Rate, to make a request to Landlord for a broker determination (including anticipated steps in rent, if any. If the "Broker Determination") higher of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-such estimates is not more than one hundred five percent (95105%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determinationother estimate, then the Annual Fixed Rent for the applicable Extended Term Fair Market Rate shall be the average of the two estimates. If the matter is not resolved by the exchange of estimates, then Fair Market Rate shall be determined by an independent arbitrator as set forth in Landlord's original quotationbelow.
E. Within seven (C7) Upon days after the giving exchange of notice by Tenant to Landlord exercising Tenant's option to extend estimates, the Lease Term in accordance with the provisions of Section 8.20(B) aboveparties shall select, then this Lease and the Lease Term hereof shall automatically be deemed extendedas an arbitrator, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined a mutually acceptable commercial real estate broker or appraiser licensed in the relevant manner set forth Commonwealth of Massachusetts specializing in this Section 8.20; and the field of commercial office leasing in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Termsuburban Boston area, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in having no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more less than ten (10) years years’ experience (an “Approved Arbitrator”). If the parties cannot agree on such person, then within a second period of seven (7) days, each shall select one Approved Arbitrator and the two appointed Arbitrators shall, within five (5) days, select a third Approved Arbitrator who shall be the final decision-maker (the “Final Arbitrator”). If one party shall fail to timely make such appointment, then the person chosen by the other party shall be the sole arbitrator. Once the Final Arbitrator has been selected as provided for above, then, as soon thereafter as practicable, but in any case within fourteen (14) days after his or her appointment, the expiration arbitrator shall determine the Fair Market Rate by selecting either the Landlord’s estimate of Fair Market Rate or the Tenant’s estimate of Fair Market Rate. Such arbitrator must choose the proposed Fair Market Rate that he/she determines is closest to the actual market rental rate for the Premises, taking into account that the Annual Fixed Rent Rate must in no event be less than the average Annual Fixed Rent Rate in effect during the immediately preceding term, as specifically set forth in Section 2.3 (B). There shall be no discovery or similar proceedings. The arbitrator’s decision as to which estimate shall be the Fair Market Rate for the Extended Term shall be rendered in writing to both Landlord and Tenant and shall be final and binding upon them and shall be the Annual Fixed Rent Rate for the Extended Term. The costs of the Original Final Arbitrator will be equally divided between Landlord and Tenant. Any fees of any counsel engaged by Landlord or Tenant, however, shall be borne by the party that retained such counsel.
F. Once the Fair Market Rate has been determined, the parties shall promptly execute an amendment to this Lease setting forth the Fixed Rent for the Premises during the applicable Extended Term. For any part of the Extended Term hereofduring which the Fixed Rent Rate is in dispute, or has not yet been finally determined, Tenant shall make payments to Landlord on account of Fixed Rent at the rate per square foot of Rentable Floor Area of the Premises last paid under this Lease. The parties shall adjust for any overpayments or underpayments upon final determination of such rent.
Appears in 1 contract
Sources: Office Lease (Avid Technology, Inc.)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty thirty percent (5030%) of the Rentable Floor Area of the Premises (except for a an assignment or subletting permitted without Landlord's ’s consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 5.6.4 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods period as hereinbelow set forth) for two one (21) periods period of five (5) years each as hereinafter set forth. Each The option period is sometimes herein referred to as an "the “Extended Term." ” Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable said option to extend the Term, then Tenant shall give notice (the “Exercise Notice”) to Landlord, not earlier than sixteen fifteen (1615) months nor later than twelve (12) months prior to the expiration of the Term of this Lease Term exercising such option to extend. Within ten (as it may have been previously extended hereunder10) business days after Landlord's receipt of Tenant's request for the Exercise Notice, Landlord shall provide Landlord's quotation to Tenant of a proposed Annual Fixed Rent annual rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen Term (15) business days after receipt of Tenant“Landlord's requestRent Quotation”). If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent annual rental for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit HK) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. K. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermDetermination. If Tenant shall have failed to does not timely request the Broker Determination, then the Annual Fixed Rent for during the applicable Extended Term shall be as set forth in equal to Landlord's original quotationRent Quotation.
(C) Upon the giving of notice the Exercise Notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) B above, then this Lease and the Lease Term hereof shall automatically be deemed extended, extended for the applicable Extended Term, Term without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.209.18; and in such event all references herein to the Lease Term or the Term term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in except that there shall be no event shall further option to extend the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofTerm.
Appears in 1 contract
Extension Option. The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request to the Administrative Agent no earlier than 45 days but no later than 30 days prior to November 6, 2006 or any anniversary thereof (each, a "Noticed Anniversary Date"). If a Lender agrees, in its individual and sole discretion, to renew its Commitment (an "Extending Lender"), it will notify the Administrative Agent, in writing, of its decision to do so no earlier than 30 days prior to the applicable Noticed Anniversary Date (but in any event no later than 20 days prior to such Noticed Anniversary Date). The Administrative Agent will notify the Borrower, in writing, of the Lenders' decisions no later than 15 days prior to such Noticed Anniversary Date. The Extending Lenders' Commitments will be renewed for an additional year from the then existing Termination Date, provided that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders and (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except (A) On the conditions (any representations and warranties which conditions Landlord may waive by written notice to Tenant) that both at the time are explicitly stated as having been made as of exercise of the herein described applicable option to extend a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the commencement representations and warranties set forth in Sections 4.2 and 4.7 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower's request for commitment renewal (a "Declining Lender") will have its Commitment terminated on the earlier of the Extended Term in question (i) there exists no monetary or the then existing Termination Date (without regard to any renewals by other material Event of Default Lenders) (defined in Section 7.1), the "Existing Termination Date") and (ii) this Lease the date such Declining Lender is still replaced in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under accordance with Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall 2.17. The Borrower will have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication accept commitments from third party financial institutions acceptable to the contrary Landlord has no obligation Administrative Agent in an amount equal to make any additional payment to Tenant in respect the amount of the Commitments of any construction allowance or Declining Lenders, provided that the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant Extending Lenders will have the right to exercise more than one extension option at a time and further, Tenant shall not have increase their Commitments up to the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration amount of the Original Term hereofDeclining Lenders' Commitments before the Borrower will be permitted to substitute any other financial institutions for the Declining Lenders. The Borrower may only so extend the Termination Date twice.
Appears in 1 contract
Extension Option. (A) On Provided that a default is not then subsisting, the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained for three (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (53) years each as hereinafter set forth. Each option (such period is sometimes herein referred the “Extension Term”) on the following terms and conditions:
(a) Such right to as an "Extended Term." Notwithstanding any implication to extend the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered exercised by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising at least twelve (12) months’ prior to the expiration of the initial Term (the “Extension Notice Deadline Date”). Upon the giving of such notice on or before the Extension Notice Deadline Date, the Term shall be extended for an additional term, as specified in Tenant's ’s notice and subject to the terms of this Section 2.7.
(b) The Extension Term shall be upon all the terms, conditions and provisions of this Lease, except the Annual Fixed Rent payable during the first Lease Year of the Extension Term shall be the then Extension Fair Rental Value of the Premises for the first Lease Year of the Extension Term, to be determined under Section 2.7(d) or Section 2.7(e) below. For purposes of this Section 2.7, the “Extension Fair Rental Value” of the Premises shall mean the then current fair market annual rent for leases of other space in the Chicago north suburban market similarly improved, taking into account the condition to which such premises have been improved and giving appropriate consideration to non-renewing/non-extending/non-expanding tenants of comparable size, location and conditions in comparable space for biotechnology laboratory space located in the same market. In addition, the following shall be taken into consideration; the quality and age of the building; the use and size of the space in question; all concessions (including, but not limited to all allowances, abatements, inducements, credits, etc.) extent of services provided or to be provided; distinction between “gross” and “net” lease; base year or dollar amount for escalation purposes (both operating expenses and ad valorem/real estate taxes); credit standing and financial stature of the tenant; lease term; the time the particular rental rate under consideration was agreed upon and became or is to become effective; the payment of a leasing commission and/or fees/bonuses in lieu thereof, whether to Landlord, any person or entity affiliated with Landlord, or otherwise; and any other relevant term or condition in making such Extension Fair Rental Value determination.
(c) If the Tenant makes a written request to the Landlord for a proposal for the Extension Fair Rental Value for the first Lease Year of the Extension Term (“Tenant’s Extension Rental Request”) on or before the day two (2) months prior to the Extension Notice Deadline Date, then the Landlord shall make such a written proposal (“Landlord’s Rental Proposal”) to the Tenant within fifteen (15) days after receipt of Tenant’s Extension Rental Request, but in no event shall the Landlord be required to deliver such a proposal sooner than eighteen (18) months prior to the scheduled commencement of the Extension Term. Following delivery by the Landlord of Landlord’s Rental Proposal to the Tenant, the parties will endeavor in good faith to reach agreement with respect to the establishment of the Extension Fair Rental Value. If the parties cannot reach agreement with respect to the establishment of the Extension Fair Rental Value, Tenant shall have the option either to withdraw its notice to extend or to not elect to extend the Lease Term (as applicable) within thirty (30) days after Tenant’s receipt of Landlord’s Rental Proposal.
(d) Unless the parties have already mutually agreed upon such Extension Fair Rental Value, on or before the day that is ten (10) days prior to the Extension Notice Deadline Date, the Landlord and the Tenant shall deliver to each other their final Rental Proposal and each of such Landlord’s Rental Proposal and such Tenant’s Rental Proposal (the “Final Rental Proposals”) shall be binding on the Landlord and the Tenant, respectively, for the purpose of conducting the resolution procedure described in accordance with clause (c) below. Failure by the provisions Landlord or the Tenant to timely deliver a Final Landlord’s Rental Proposal or Final Tenant’s Rental Proposal, as the case may be, shall result in the other party’s proposal being deemed the Extension Fair Rental Value.
(e) If the Tenant exercises its election to extend the Term under clause (a) above, without the Extension Fair Rental Value of Section 8.20(Bthe Premises having been established by mutual agreement of the parties as contemplated under clauses (c) and (d) above, then this Lease and within thirty (30) days after the Lease Term hereof shall automatically be deemed extended, for Tenant’s exercise of its election to extend the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant shall either (i) mutually agree upon the identity of a real estate professional (“Arbiter”) with at least ten (10) years continuous experience in the business of appraising or marketing similar commercial real estate in Skokie, Illinois and Chicago north suburban submarket area who has agreed to enter into serve as hereinafter provided (the “Deciding Arbiter”), or (ii) each appoint an instrument in writing setting forth Arbiter who shall, within thirty (30) days of selection, select a third Arbiter to serve as the Deciding Arbiter. The Deciding Arbiter shall select either the Final Landlord’s Rental Proposal or the Final Tenant’s Rental Proposal as the proposal most accurately staling the Extension Fair Rental Value of the Premises. If the two Arbiters respectively selected by the parties (the “Party Selected Arbiters”) cannot agree upon the selection of a Deciding Arbiter, then such two Party Selected Arbiters shall seek the selection of the Deciding Arbiter by the Illinois Chapter of the Appraisal Institute. The Deciding Arbiter shall give notice of his or her selection to the Landlord and the Tenant and its selection of either Final Landlord’s Rental Proposal or Final Tenant’s Rental Proposal which selection shall be final and binding upon the Landlord and the Tenant. Each party shall pay the fees and expenses of its Party Selected Arbiter and one-half of the fees and expenses of the Deciding Arbiter. In the event that the commencement of the Extension Term occurs prior to a final determination of the Extension Fair Rental Value therefore (the “Extension Rent Determination Date”), then the Tenant shall pay Fixed Annual Rent at the rate last due under the Lease prior to the commencement of the Extension Term. If the Annual Fixed Rent for the applicable Extended Extension Term as is determined in to be greater than the relevant manner set forth in this Section 8.20; and in such event all references herein Annual Fixed Rent paid with respect to the Lease Term or the Term of this Lease shall be construed as referring Premises prior to the Lease TermExtension Rent Determination Date, as so extended, unless then the context clearly otherwise requires. Notwithstanding anything contained herein Tenant shall pay to the contrary, in no event shall Tenant have Landlord the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten amount of such underpayment within thirty (1030) years after the expiration days of the Original Expansion Rent Determination Date. If the Annual Fixed Rent for the Extension Term hereofis determined to be less than the Annual Fixed Rent paid with respect to the Premises prior to the Extension Rent Determination Date, then the Landlord shall credit Tenant the amount of such overpayment against the next Annual Fixed Rent due hereunder.
Appears in 1 contract
Sources: Lease (Exicure, Inc.)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1)) and there have been no more than three (3) monetary Event of Default occurrences during the Term, (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty in excess of thirty-three percent (5033%) of the Rentable Floor Area of the Premises (except for a an assignment or subletting permitted without Landlord's ’s consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 5.6.4 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two one (21) periods period of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "“Extended Term." ” Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable the option to extend the Term, then Tenant shall give notice to LandlordLandlord (“Exercise Notice”), not earlier than sixteen fifteen (1615) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) hereunder of Tenant's ’s request for Landlord's ’s quotation of the annual fair market rent for the Premises as of the commencement date of the extension period, such quotation to Tenant be based on the use of the Premises as first class office space utilizing properties of a proposed Annual Fixed Rent similar character within the Boston West Suburban market (including premises within the Property if at the time such quotation is requested such premises shall be available for rent) (hereinafter called the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen “Prevailing Market Rent”). Within thirty (1530) business days after Landlord’s receipt of Tenant's request’s Exercise Notice, requesting such a quotation, Landlord shall notify Tenant of Landlord’s quotation of the Annual Market Rent (“Landlord’s Rent Quote”). If at the expiration For a period of thirty (30) days after the date when receipt by Tenant receives of Landlord's quotation of the proposed Annual Fixed ’s Rent as aforesaid Quote (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed shall negotiate in good faith to agree upon the Prevailing Market Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty Term. Within five (305) days following after the expiration end of the Negotiation Period, Tenant shall have the right to make a request (i) deliver written notice to Landlord (“Binding Notice”) accepting Landlord’s Rent Quote (or the last quotation of Prevailing Market Rent delivered by Landlord during the Negotiation Period), (ii) deliver written notice to Landlord (the “Request for Broker Determination”) requesting a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination broker determination shall be made in the manner set forth in Exhibit H. K, or (iii) deliver written notice to Landlord revoking its Exercise Notice (“Revocation Notice”). If Tenant timely delivers a Revocation Notice, Tenant’s Exercise Notice shall be null and void and Tenant shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Termno further rights under this Section 9.25. If Tenant shall have failed to timely request the delivers a Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) aboveDetermination Request, then this Lease and the Lease Term hereof shall automatically be deemed extended, extended for the applicable Extended Termoption period upon all of the same terms and conditions hereof (except that Tenant shall have no further right to extend the Term pursuant to this Section 9.25), without the necessity for the execution of any additional documents, except that documents (but Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term fixed rent, which shall be as determined in by the relevant manner set forth in this Section 8.20broker determination); and in such event all references herein to the Lease Term or the Term term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained If Tenant timely delivers a Binding Notice, or does not timely deliver any of the Binding Notice, the Broker Determination Request, or the Revocation Notice, then this Lease and the Term hereof shall be extended for the option period upon all of the same terms and conditions hereof (except that Tenant shall have no further right to extend the Term pursuant to this Section 9.25), without the necessity for the execution of any additional documents, and the fixed rent shall be the rent quoted in Landlord’s Rent Quote (or the last quotation of Prevailing Market Rent delivered by Landlord during the Negotiation Period); and in such event all references herein to the contraryTerm or the term of this Lease shall be construed as referring to the Term, as so extended, unless the context clearly otherwise requires. Time is of the essence of this Section 9.25.
(C) Notwithstanding anything to the contrary herein contained, Tenant shall be permitted to deliver an Exercise Notice prior to the date fifteen (15) months before the expiration of the Term hereof if Tenant is simultaneously delivering Tenant’s RFO Exercise Notice pursuant to Section 9.26. If Tenant delivers an Exercise Notice pursuant to this Section 9.25 in no event connection with the delivery of Tenant’s RFO Exercise Notice pursuant to Section 9.26, then (x) Landlord shall Tenant have not be obligated to deliver Landlord’s Rent Quote prior to the right to exercise more than one extension option at a time date fourteen (14) months before the expiration of the Term hereof, and further, (y) Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after deliver a Revocation Notice at the expiration of the Original Term hereofNegotiation Period.
Appears in 1 contract
Extension Option. Upon the satisfaction of the terms and conditions set forth in this Section 2.8.1, Borrower shall have the option (Athe “Extension Option”) On to extend the conditions term of the Loan beyond the Stated Maturity Date for two (2) terms of six (6) months each (each an “Extension Period”) to October 31, 2023 (the “Extended Maturity Date”):
(a) No Event of Default shall have occurred and be continuing;
(b) Lender shall have received from Borrower all sums then due and payable under the Loan Documents, including all payments of (or reimbursement of Lender for) any reasonable out of pocket miscellaneous fees or expenses (including, without limitation, any “protective advances” made by Lender in respect of the Loan);
(c) Borrower shall notify Lender, in writing, of its irrevocable election to extend the Maturity Date as aforesaid at lease thirty (30) but not more than ninety (90) days prior to the Stated Maturity Date, which notice shall be accompanied by a payment to the Lender of extension points in an amount of one percent (1%) of the then outstanding and unpaid principal amount under this Agreement (which conditions Landlord may waive shall be nonrefundable and deemed earned upon receipt by written notice to TenantLender);
(d) that both at Upon election of an Extension Option, the time Interest Rate shall increase by two percent (2%) effective on the Stated Maturity Date from the term of exercise each Extension Option;
(e) Lender shall, in its sole and absolute discretion, be satisfied with the operation and performance of the herein described Property for which this Agreement and related documents are based upon;
(f) The Reserve Funds, as specified in Article VII, shall contain the amount required under this Agreement as of the date of commencement of the Extension Period, and Borrower shall deposit such additional amount into any of the Reserve Fund Accounts, or such additional reserve accounts, as Lender may require;
(g) Guarantors shall execute and deliver a reaffirmation, in form and substance satisfactory to Lender, of Guarantors’ respective obligations under each of the Loan Documents executed and delivered by them;
(h) Borrower shall deliver to Lender an Officer’s Certificate stating that all representations and warranties of Borrower set forth in Article IV remain true and correct, subject to any changes in facts or circumstances permitted to have occurred, or not prohibited from having occurred, pursuant to the terms of the Loan Documents (in which case such change of facts and circumstances shall be set forth in such Officer’s Certificate with reference to the applicable option representation(s) and warranty(ies)) or setting forth any exceptions to extend such representations and warranties, which exceptions shall be satisfactory to Lender;
(i) Borrower shall deliver to Lender such other certificates, documents or instruments as Lender may reasonably require, including, without limitation, a certification of the continued accuracy in all material respects of the representations and warranties set forth in Article III as of the commencement of the Extended Term Extension Period; and
(j) Borrower must pay Lender’s legal fees and expenses, if any, in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of connection with the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit Hextension(s).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof
Appears in 1 contract
Sources: Commercial Loan Agreement (Red Oak Capital Fund IV, LLC)
Extension Option. 50.01 (Ai) On Provided that Tenant is not in default under this Lease beyond the conditions (which conditions Landlord may waive by written notice grace period applicable to Tenant) that both such default, if any, at the time of exercise of its option under this Section 50 or on the Expiration Date, the tenant first named herein described applicable option to extend and as (the “Named Tenant”) shall occupy not less than ninety (90%) percent of the commencement entire Premises for the conduct of its business on the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1)Expiration Date, (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Named Tenant shall have the right (the “Extension Right”) to extend the Term hereof upon all term of the same terms, conditions, covenants and agreements herein contained (except Lease with respect to the entire Premises for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of a single five (5) years each as hereinafter set forthyear period (the “Extension Term"). Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to The Extension Term shall commence on the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or day after the like or to perform any work to Expiration Date (the Premises as a result “Extension Term Comm. Date”) and shall expire on the fifth (5th) anniversary of the Expiration Date, unless the Extension Term shall sooner end pursuant to any of the terms, covenants or conditions of the Lease or pursuant to Law. Tenant must give Landlord written notice of Tenant's intention to exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor no later than twelve three hundred sixty-five (12365) months days prior to the expiration Expiration Date, as to which date time is of the essence, and upon the giving of such notice, subject to the provisions of the first sentence of this Section 50.01 and Subsection (vii), the term of the Lease shall be extended without execution or delivery of any other or further document, with the same force and effect as if the Extension Term (as it may have had originally been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for included in the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation original term of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration Lease. All of the Negotiation Periodterms, to make a request to Landlord for a broker determination (the "Broker Determination") covenants and conditions of the Prevailing Market Rent (as defined Lease shall continue in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in full force and effect during the last twelve (12) month period Extension Term, including items of additional rent and escalation which shall remain payable on the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as terms herein set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with provided, however that the provisions of Section 8.20(B3.02 and Article 22 hereof shall not be applicable during the Extension Term) above, then this Lease and Tenant shall have no further right to extend the term of the Lease Term hereof shall automatically be deemed extendedfor any reason; provided, however, that in the event that the fixed annual rent payable by Tenant for the applicable Extended Term, without Premises during the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Extension Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein is equal to the Lease Term Escalated Rent (as more particularly defined below) (1) the phrase “Base Tax Year” as such term is defined in Article 32.0(iii) of the Lease, shall mean the average of the Real Estate Taxes payable for (x) New York City real estate tax year commencing on July 1, 2017 and ending on June 30, 2018, and (y) the New York City real estate tax year commencing on July 1, 2018 and ending on June 30, 2019, and (2) the phrase “Base Year” and “Base Insurance Year” as such terms are defined in Article 49.02 shall mean the average of the Expenses or the Term of this Lease shall be construed as referring to the Lease TermBuilding Insurance Expenses, as so extendedapplicable, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, incurred in no event shall Tenant have the right to exercise more than one extension option at a time calendar year 2017 and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofcalendar year 2018.
Appears in 1 contract
Extension Option. Subject to this Agreement being terminated pursuant to the provisions contained herein, Buyer shall have the option (A) On “Extension Option”), subject to Seller’s approval, which approval may be granted or withheld in the conditions sole and absolute discretion of Seller, to request the extension the Outside Closing Date for a reasonable period of time, as determined in Buyer’s sole and absolute discretion (which conditions Landlord may waive by but not beyond April 15, 2013), in order to obtain the approval of Lender and HUD of the Loan Assumption, the TIF Declaration and the matters described in Section 4.2.10 (“Extended Outside Closing Date”). If Buyer desires to exercise the Extension Option, it shall provide written notice to Tenant) that both at Seller during the time period beginning on December 1, 2012 and ending on December 15, 2012 requesting such Extension Option. If Seller has not affirmatively approved Buyer’s requested Extension Option by delivering written notice of exercise of such approval to Buyer on or before December 21, 2012, Seller shall be deemed to have approved such requested Extension Option. If Seller rejects Buyer’s requested Extension Option on or before December 21, 2012 and HUD fails to approve the herein Loan Assumption, the TIF Declaration or the matters described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1)4.2.10 on or before December 31, (ii) this Lease is still in full force and effect2012, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant Buyer shall have the right to extend terminate for a failure of a condition precedent and the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which Deposit shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of returned to Buyer and Seller shall reimburse Buyer within five (5) years each as hereinafter set forth. Each option period is sometimes herein referred days for up to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result $150,000 of the exercise actual third party costs incurred by Tenant Buyer in connection with the negotiation of any such option (although this Agreement, the absence conduct of any construction or other refurbishment allowance from Landlord its due diligence of the Property and Membership Interests and the application process for the Extended Term Loan Assumption. If the Extension Option is requested and approved pursuant to this Section 5.2, then, from and after said original Outside Closing Date, the Deposit (and any interest thereon) shall be a factor considered by all parties non-refundable except as provided in determining the Prevailing Market Rent under this Section 8.20 5.1 and Exhibit H).
in subsections (Bz)(i) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen and (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination"iii) of the Prevailing Market Rent sixth sentence of Section 3.1 and subsection (z)(ii) of said sixth sentence only as defined in Exhibit H) for it relates to a Seller default, as it relates to Section 4.2.3 or as it relates to Section 4.2.8 (it being expressly understood and agreed that any failure of the applicable Extended Term, which Broker Determination shall be made in the manner condition set forth in Exhibit H. If Tenant timely shall have requested Section 4.2.7 that occurs after the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) exercise of the Prevailing Market Rent (as defined in Exhibit H) as determined Extension Option is hereby deemed waived by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotationBuyer.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof
Appears in 1 contract
Sources: Purchase and Sale Agreement (Steadfast Income REIT, Inc.)
Extension Option. (a) At the request of Seller delivered to Agent (an “Extension Exercise Notice”), Agent and each Buyer shall grant two (2) extensions of the Facility Termination Date for a period of twelve (12) months each (each an “Extension Option”), subject to the satisfaction of the conditions set forth below with respect to each Extension Option (the “Extended Facility Termination Date”). Any extension of the Facility Termination Date pursuant to this Section 3.06(a) shall be subject to the following:
(i) If no Purchased Asset Event of Default exists on the Facility Termination Date (or Extended Facility Termination Date, as applicable):
(A) On Seller has delivered to Agent an Extension Exercise Notice with respect to the conditions applicable Extension Option within five (which conditions Landlord may waive by written 5) Business Days after Seller’s receipt of notice from the Underlying Obligor that the Underlying Obligor has elected to Tenantexercise the Underlying Obligor’s then-applicable extension option in accordance with the Purchased Asset Documents,
(B) that both at the time of exercise maturity date of the herein described applicable option Purchased Asset has been extended in accordance with the terms and conditions of the Underlying Loan Agreement,
(C) no Event of Default exists on the date of the request to extend and or the Facility Termination Date (or Extended Facility Termination Date, as applicable),
(D) the payment by Seller to Agent of the Extension Fee on or before the Facility Termination Date (or Extended Facility Termination Date, as applicable), which payment may be made by Seller at any time on or before the Facility Termination Date (or Extended Facility Termination Date, as applicable) in Seller’s sole discretion, and
(E) if required by Agent pursuant to the last paragraph of this Section 3.06, Agent shall have received an Appraisal with respect to the individual Mortgaged Properties securing Purchased Asset which confirms that the LTV as of the commencement Facility Termination Date (or Extended Facility Termination Date, as applicable) shall be equal to or less than fifty-four percent (54%); provided, however, that Seller shall have the right to reduce the outstanding Purchase Price on or prior to the Facility Termination Date (or Extended Facility Termination Date, as applicable), without premium or penalty, in such an amount necessary to cause the LTV to be equal to or less than fifty-four percent (54%).
(ii) If a Purchased Asset Event of Default exists on the Facility Termination Date (or Extended Facility Termination Date, as applicable):
(A) Seller has delivered to Agent an Extension Exercise Notice with respect to the applicable Extension Option no earlier than four (4) months or later than thirty (30) days before the Facility Termination Date (or Extended Facility Termination Date, as applicable),
(B) no Event of Default exists on the date of the request to extend or the Facility Termination Date (or Extended Term Facility Termination Date, as applicable),
(C) the payment by Seller to Agent of the Extension Fee, if any, on or before the Facility Termination Date (or Extended Facility Termination Date, as applicable), which payment may be made by Seller at any time on or before the Facility Termination Date (or Extended Facility Termination Date, as applicable) in question Seller’s sole discretion,
(D) Seller has delivered evidence reasonably satisfactory to Agent that Seller is diligently pursuing a resolution and/or cure of the Purchased Asset Event of Default; and
(E) Seller continues to pay as and when due pursuant to the Repurchase Documents the Price Differential, any reduction in Purchase Price, and Fees and any other amounts, sums of money, payments, deposits or premiums due under the Repurchase Documents.
(b) If (i) there exists no monetary or other material Event of Default (defined Seller has exercised each applicable Extension Option in accordance with Section 7.1)3.06(a) hereof, (ii) this Lease a Purchased Asset Event of Default has occurred after the exercise of each applicable Extension Option in accordance with Section 3.06(a) hereof and is still in full force and effectcontinuing, and (iii) Tenant a Conversion has not sublet more than fifty percent occurred on or prior to the then-current Extended Facility Termination Date, then Agent and each Buyer shall grant one (50%1) additional extension of the Rentable Floor Area Facility Termination Date for a period of twelve (12) months subject to the satisfaction of the Premises conditions set forth below:
(except for i) Seller has delivered to Agent an Extension Exercise Notice with respect to the applicable Extension Option no earlier than four (4) months or later than thirty (30) days before the then-current Extended Facility Termination Date,
(ii) no Event of Default exists on the date of the request to extend or the then-current Extended Facility Termination Date, and
(iii) Seller has delivered evidence reasonably satisfactory to Agent that Seller is diligently pursuing a subletting permitted without Landlord's consent resolution and/or cure of the Purchased Asset Event of Default.
(iv) Seller continues to pay as and when due pursuant to the Repurchase Documents the Price Differential, any reduction in Purchase Price, and Fees and any other amounts, sums of money, payments, deposits or premiums due under the Repurchase Documents. In the event Seller timely requests an extension of the Facility Termination Date (or Extended Facility Termination Date, as applicable) pursuant to this Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof3.06(a)(i), Tenant then Seller shall, at no cost or expense to Agent or Buyer, order and commission pursuant to the Purchased Asset Documents, and deliver to Agent, an Appraisal of the Mortgaged Property in form reasonably acceptable to Agent for purposes of determining whether Section 3.06(a)(i)(E) above shall be satisfied as of the Facility Termination Date (or Extended Facility Termination Date, as applicable). If Seller fails to deliver such Appraisal to Agent within five (5) Business Days prior to the Facility Termination Date (or Extended Facility Termination Date, as applicable), then Agent shall have the right to extend obtain an appraisal for any Mortgaged Property for purposes of determining whether Section 3.06(a)(i)(F) above shall be satisfied as of the Term hereof upon all the same termsFacility Termination Date (or Extended Facility Termination Date, conditionsas applicable), covenants and agreements herein contained (except Seller shall be responsible for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant reasonable out-of-pocket costs and expenses incurred by Agent in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of obtaining any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)Appraisal.
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Blackstone Mortgage Trust, Inc.)
Extension Option. (Aa) On the conditions (which conditions Landlord may waive by written notice to Tenant) Provided that both at the time of such exercise of the herein described applicable option to extend and as of upon the commencement of the Extended Term in question (i) there then exists no monetary Default or other material Event condition which, with the giving of Default (defined in Section 7.1)notice or passage of time or both, would constitute a Default, (ii) this Lease Sublease is still then in full force and effect, and (iii) Tenant has Subtenant or Subtenant’s Permitted Transferee is in actual occupancy of not sublet less than [***] ([***]) full floors of the Subleased Premises, Subtenant shall have one (1) option to extend the Initial Term of the Sublease (the “Extension Option”) for the Subleased Premises beginning on the day immediately following the Sublease Expiration Date (the “Extended Term Commencement Date”) and ending on March 30, 2030 (the “Extended Term”) on the same terms and conditions as set forth herein (other than Base Rent), by giving Sublandlord written notice of its election to exercise such Extension Option at least fifteen (15) months, but not more than fifty percent eighteen (50%18) months, prior to the expiration of the Rentable Floor Area Initial Term. Provided the conditions set forth in the foregoing clauses (i), (ii) and (iii) shall have been satisfied, the giving of such notice by Subtenant shall automatically extend the Initial Term for the Extended Term, and no instrument of renewal need be executed. In the event that Subtenant fails to give such notice to Sublandlord, this Sublease shall automatically terminate at the end of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)Initial Term, Tenant and Subtenant shall have no further option to extend the right Initial Term, it being agreed that time is of the essence with respect to the giving of such notice. The Extended Term shall be on all the terms and conditions of this Sublease, except that during the Extended Term, Subtenant shall have no further option to extend the Term hereof upon all and the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord rent for the Extended Term shall be determined as provided in Subsections 5(c) though (h), inclusive, below. Subtenant’s Extension Option shall be personal to the original Subtenant and shall be void if the interest of Subtenant is assigned or transferred to any entity other than a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)Permitted Transferee.
(Bb) If Tenant desires The Base Rent for the Extended Term (“Extended Term Base Rent”) shall be equal to the Fair Market Rent for the Subleased Premises, as hereinafter determined. In no event, however, shall the Extended Term Base Rent be less than [***] Dollars ($[***]) per rentable square foot of the Subleased Premises, increasing annually commencing on the first anniversary of the first day of the Extended Term, and on each successive anniversary thereof, by [***]% of the Extended Term Base Rent in effect as of the end of the previous year. During the Extended Term, Subtenant shall continue to pay all Expense Rent, Subtenant Surcharges and Parking Charges in accordance with Section 5 of this Sublease.
(c) Sublandlord shall deliver to Subtenant Sublandlord’s determination of the Fair Market Rent (as hereinafter defined) and rent escalations payable during the Extended Term (“Sublandlord’s Rent Determination”) within thirty (30) days after delivery of Subtenant’s notice of its election to exercise its applicable option such Extension Option (provided that Sublandlord shall not be obligated to extend the Term, then Tenant shall give notice deliver such determination to Landlord, not Subtenant earlier than sixteen fifteen (16) months nor later than twelve (1215) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent Initial Term). The term “Fair Market Rent” shall mean the then fair market rental rate for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation Subleased Premises taking into consideration all relevant factors that a tenant would pay upon an arms-length rental of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement Subleased Premises on a direct lease as of the last day of the Initial Term. A determination of an Annual Fixed the Fair Market Rent payable for the applicable Subleased Premises during the Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth described in Exhibit H. If Tenant timely shall have requested the Broker Determinationsubsections (d) through (h), then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determinationinclusive, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotationbelow.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof
Appears in 1 contract
Sources: Sublease (Ariad Pharmaceuticals Inc)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and Effective as of the commencement date hereof, any and all rights of extension options or rights to renew the Lease Term, without limitation, Additional Provision 2 (Extension Option) on Exhibit F to the Original Lease, shall be deleted in their entirety and shall be of no further force or effect. Notwithstanding the foregoing, provided no Default by Tenant has occurred which remains uncured either as of the Extended Term in question (i) there exists no monetary date of Tenant's notice as set forth below or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) as of the Rentable Floor Area first day of the Premises Second Extension Term (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereofas hereinafter defined), Tenant shall have the right (the "Extension Option") to extend the Term hereof of the Lease for one (1) additional period of three (3) years (the "Second Extension Term") with respect to all, but not any lesser portion of the Premises, upon all of the same terms, following terms and conditions, covenants and agreements herein contained :
(except a) Tenant must provide Landlord notice of its exercise of the option for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two applicable Second Extension Term not less than nine (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (169) months nor later prior, but not more than twelve (12) months prior prior, to the expiration of the Lease First Extension Term. Time is of the essence with respect to the foregoing.
(b) The Base Rent for the Second Extension Term shall be one hundred percent (100%) of the then prevailing market rental rate, as it may have been previously extended hereunder) of the date of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent notice for the applicable Extended TermSecond Extension Term ("Notice Date"), for comparable leases during the Second Extension on a per ·rentable square foot basis in the Alpharetta, Georgia market area (the "Market Area") which quotation market rental rate shall be determined by taking into account all relevant factors, including, without limitation, size of space, age, location and quality of building, length of term, credit standing of tenant, method of paying operating costs, services provided and other market terms such as tenant improvement allowances, commissions payable, free rent and/or other concessions then being provided in the market (the "Market Rental Rate").
(c) If Tenant exercises its option for the Second Extension Term by written notice to Landlord as provided above, Landlord and Tenant shall deliver meet promptly and shall negotiate, in good faith, to reach agreement on the Market Rental Rate within thirty (30) days following the Notice Date. If Landlord and Tenant are unable to reach agreement within such thirty (30) day period, Tenant may, at its option, either (i) cancel its exercise of the option to extend the term of this Lease, or (ii) elect to have the Market Rental Rate determined as set forth below. Tenant shall notify Landlord, within five (5) business days after the expiration of the aforesaid thirty (30) day period, of its election either to cancel its exercise of the option to extend or to have the Market Rental Rate determined as set forth below. If Tenant elects to cancel its exercise of the option to extend, the Lease shall terminate upon the expiration of the First Extension Tenn. If Tenant does not notify Landlord of either of the options contained in writing subsentences (i) and (ii) above within said five (5) business day period, then Tenant shall be deemed to have elected the option contained in subsentence (ii) and to have the Market Rental Rate determined as set forth in subsection (d) below.
(d) If Tenant elects (or is deemed to have elected) to have the Market Rental Rate determined as described herein, then within fifteen (15) business days after receipt the date of Tenant's requestelection (or deemed election), Landlord and Tenant shall mutually agree upon a commercial real estate broker who has at least ten (10) years' experience, immediately prior to the date in question, evaluating Market Rental Rates for similar properties in the Market Area. If at the expiration parties are unable to agree on a broker the parties shall ask the commercial division of the Atlanta Board of Realtors to designate a broker. The broker agreed upon or so designated is hereinafter referred to as the "Market Broker". Within ten (10) business days after the Market Broker has been agreed upon or appointed, Landlord and Tenant shall each deliver to the Market Broker in writing their respective written determinations of the Market Rental Rate. Within thirty (30) days after receipt of the date when Tenant receives final written determinations, the Market Broker shall select Landlord's quotation determination or Tenant's determination, but no other amount and no compromise between the two, as the Market Rental Rate. The fees and expenses of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Market Broker shall be borne equally by Landlord and Tenant have not reached agreement on a Tenant. The determination of an Annual Fixed Rent for the applicable Extended Term Market Rental Rate as provided above shall be final, binding and executed conclusive on both Landlord and Tenant, shall be considered a written instrument extending the Term of this Lease final award pursuant to such agreementthe rules of the American Arbitration Association and any applicable state or federal law and judgment may be had on the award in any court of competent jurisdiction.
(e) Except for Base Rent at the new rate determined pursuant to the terms and provisions set forth above, then all of the terms and conditions of the Lease shall remain the same and shall remain in full force and effect throughout the Second Extension Term; provided, however, that any construction provisions requiring Landlord to construct improvements, free rent, improvement allowances, moving allowances, lease assumption payments, plan design allowances (or payments) or other similar concessions provided for in the Lease shall not apply during the Second Extension Tenn. During the Second Extension Term, Tenant shall have continue to pay the rightTenant's Pro Rata Share of Expenses and Taxes as provided in the Lease. This Extension Option is personal to Clearside Biomedical, for thirty Inc., a Delaware corporation, may not be exercised by any party other than Clearside Biomedical, Inc., a Delaware corporation (30) days following the expiration of the Negotiation Period, or an assignee pursuant to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent Business Transfer (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) Section 11.04 of the Prevailing Market Rent (as defined in Exhibit H) as determined by Original Lease), and shall become null and void upon the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period occurrence of an assignment of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(Cby operation of law or otherwise) Upon the giving or a sublet of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration part of the Original Term hereofPremises other than in connection with a Business Transfer.
Appears in 1 contract
Sources: Office Lease Agreement (Clearside Biomedical, Inc.)
Extension Option. (a) The Borrower may request an extension of the Maturity Date for additional one year periods (each, an “Extended Maturity Date”); provided that (i) the Borrower (A) On the conditions (which conditions Landlord may waive by provides written notice requesting the extension to Tenant) that both at the time of exercise Facility Agent not less than 25 days nor more than 60 days prior to the first anniversary or second anniversary of the herein described Effective Date of the Facility, as applicable option and (B) delivers to the Facility Agent a certificate signed by a duly authorized officer certifying a copy of the resolutions of the Borrower’s Board of Directors approving the Extended Maturity Date, (ii) no Default or Event of Default has occurred and is continuing, and (iii) no more than two extension requests shall be made. The Facility Agent shall promptly notify each of the Lenders of such request. Each Lender will respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within ten Business Days of such notice to the Facility Agent. The Commitments of those Lenders which have responded affirmatively shall be extended, subject to receipt by the Facility Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the Facility Agent and all of the Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.24(a) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Required Lenders.
(b) If any Lender rejects, or is deemed to have rejected, the Borrower’s request to extend and as of the commencement of the Extended Term in question its Commitment (each, a “Non-Extending Lender”), (i) there exists no monetary this Agreement shall terminate on the Maturity Date or other material Event of Default the initial Extended Maturity Date, as applicable, with respect to such Non-Extending Lender (defined in provided that such Non-Extending Lender’s rights under Sections 2.16, 2.19 and 9.4 and obligations under Section 7.19.12 shall survive the Maturity Date or the initial Extended Maturity Date, as applicable, as to matters occurring prior to such date), (ii) this Lease is still in full force the Borrower shall pay to such Lender on the Maturity Date or the initial Extended Maturity Date, as applicable, any amounts due and effect, payable hereunder to such Lender on such date and (iii) Tenant has not sublet more than fifty percent the Borrower may, if it so elects, designate a Person to become a Lender after consultation with the Facility Agent, or agree with an existing Lender that such Lender’s Commitment shall be increased (50%) each, an “Assuming Lender”), in each case to assume, effective as of the Rentable Floor Area Maturity Date or the initial Extended Maturity Date, as applicable, any Non-Extending Lenders’ Commitments and all of the Premises obligations of such Non-Extending Lenders under this Agreement thereafter arising relating to such Commitments, without recourse to or warranty by, or expense to such Non-Extending Lenders; provided that any such designation or agreement may not increase the aggregate amount of the Commitments under this Facility. The assumptions provided for in this Section 2.24(b) shall be subject to the conditions that:
(except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant i) the Assuming Lenders shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication paid to the contrary Landlord has no obligation Non-Extending Lenders the aggregate principal amount of, and any interest and fees accrued and unpaid up to make any but excluding the Maturity Date or the initial Extended Maturity Date, as applicable, on the outstanding Advances, if any, of the Non-Extending Lenders under their respective Commitments being assumed;
(ii) all additional payment costs, reimbursements, expense reimbursements and indemnities due and payable to Tenant the Non-Extending Lenders in respect of such Commitments shall have been paid by the Borrower; and
(iii) with respect to any construction allowance such Assuming Lender, the applicable processing and recordation fee required under Section 9.7(a) for such assignment shall have been paid by the Assuming Lender (or, if it has been so agreed, by the Borrower); On or prior to the Maturity Date or the like or to perform any work initial Extended Maturity Date, as applicable, (A) each Assuming Lender that is not an existing Lender shall have delivered to the Premises as a result of Borrower and the exercise by Tenant of any Facility Agent an Assignment and Acceptance or such option (although other agreement acceptable to the absence of any construction or other refurbishment allowance from Landlord for Borrower and the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 Facility Agent and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant any existing Lender assuming any Commitments shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior have delivered confirmation in writing satisfactory to the expiration Borrower and the Facility Agent as to the increase in the amount of its Commitment. Upon execution and delivery of the Lease Term documentation pursuant to the foregoing clauses (as it may have been previously extended hereunderA) of Tenant's request for Landlord's quotation and (B) and the Extension Agreement pursuant to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"Section 2.24(a), Landlord and Tenant have not reached agreement on a determination the payment of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant all amounts referred to such agreement, then Tenant shall have the right, for thirty in clauses (30i) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination through (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(Biii) above, then and subject to the requirements of the Patriot Act or any similar “know your customer” or other similar checks under all applicable laws and regulations with respect to Assuming Lenders that are not existing Lenders, the Assuming Lenders, as of the Maturity Date or the initial Extended Maturity Date, as applicable, will be substituted for the Non-Extending Lenders under this Lease Agreement to the extent of their assumed Commitments and shall be Lenders for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration obligations of the Original Term Non-Extending Lenders to such extent hereunder shall, by the provisions hereof, be released and discharged.
Appears in 1 contract
Sources: Credit Agreement (Philip Morris International Inc.)
Extension Option. (A) On Section 40.1 Provided that no Event of Default, or an event which, upon the conditions (which conditions Landlord may waive by written giving of notice to Tenant) that both or the passage of time could become and Event of Default, has occurred and is continuing under this Lease at the time of exercise of Tenant exercises the herein described applicable option to extend and as of Renewal Option (defined below) or at the commencement of the Extended Renewal Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereofbelow), Tenant shall have the right option (the “Renewal Option”) to extend renew this Lease for one additional term (the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth“Renewal Term”) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication by giving Landlord written notice (the “Option Notice”) no earlier than two years but no later than one year prior to the contrary end of the initial Term. If Tenant fails to deliver to Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance the Option Notice on or before the like or to perform any work date that is one year prior to the Premises as a result end of the exercise by Tenant initial Term, time being of any such the essence hereunder, the option (although the absence of any construction or other refurbishment allowance from Landlord to renew this lease for the Extended Renewal Term shall terminate and be of no further force and effect and Tenant shall have no further right to extend or renew this Lease. The Renewal Term shall be a factor considered by all parties in determining on the Prevailing Market Rent under this Section 8.20 same terms and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (conditions as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested this Lease, except that Landlord may elect, in its sole discretion and at no cost to Tenant, to relocate the Broker Determination, then Premises to another location in the Annual Fixed Rent for Landlord’s Premises selected by Landlord. Base Rental during the applicable Extended first year of the Renewal Term shall be the greater of (ai) ninety-five percent one hundred three (95103%) percent of the Prevailing Base Rental last in effect during the initial Term and (ii) Market Rent (as defined hereinafter defined) for renewals of tenant space in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined comparable quality buildings in the relevant manner set forth area in this Section 8.20; and in such event all references herein to which the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofPremises is located.
Appears in 1 contract
Sources: Assignment and Assumption of Lease (Brooklyn ImmunoTherapeutics, Inc.)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material ongoing Event of Default (defined in Section 7.1)Default, (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty thirty percent (5030%) of the Rentable Floor Area of the Premises (except for a an assignment or subletting permitted without Landlord's ’s consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 5.7.4 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "“Extended Term." ” Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable an option to extend the Term, then Tenant shall give notice (“Exercise Notice”) to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the then Term of this Lease Term (as it may have been previously extended hereunderextended) exercising such option to extend. If Tenant shall not have timely given Tenant’s Exercise Notice on or before the date twelve (12) months prior to the expiration of Tenant's request for the then Term of this Lease (as it may have been previously extended), then such option shall be void and of no further force and effect. Within thirty (30) days after Landlord's ’s receipt of the Exercise Notice, Landlord shall provide Landlord’s quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended TermTerm (“Landlord’s Rent Quotation”); provided, which quotation however, in no event shall Landlord shall deliver be obligated to Tenant in writing within fifteen provide Landlord’s Rent Quotation more than eleven (1511) business days after receipt months prior to the expiration of Tenant's requestthe Term of this Lease. If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable such Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit HK) for the applicable such Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. K. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable such Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermDetermination. If Tenant shall have failed to does not timely request the Broker Determination, then the Annual Fixed Rent for during the applicable Extended Term shall be as set forth in equal to Landlord's original quotation’s Rent Quotation.
(C) Upon the giving of notice the Exercise Notice by Tenant to Landlord exercising Tenant's ’s applicable option to extend the Lease Term in accordance with the provisions of Section 8.20(B3.2 (B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.203.2; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires, and except that there shall be no further option to extend the Lease Term. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and and, further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof.
Appears in 1 contract
Extension Option. (Aa) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right option (the “Extension Option”), to be exercised as hereinafter provided in Section 33(c) hereof, to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) successive periods of five thirty (530, sixty (60) years or ninety (90) days, the length of each such period to be determined at Tenant’s election when each such Extension Option is exercised (each such period of thirty (30, sixty (60) or ninety (90) days, as hereinafter set forth. Each option period applicable, is sometimes herein called an “Extension Period”), upon the same terms, covenants and conditions contained in this Lease, except that there will be no further privilege of extension for the Term referred to above except as set forth in Section 33(b) hereof; and during the relevant Extension Period, the Base Rent payable by Tenant to Landlord pursuant to Article 3 hereof shall be an "Extended Term." Notwithstanding any implication amount equal to one hundred and ten percent (110%) of Base Rent paid during the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result initial Term of the exercise by Tenant of any such option Lease (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties as set forth in determining the Prevailing Market Rent under this Section 8.20 and Exhibit HArticle 2 hereof).
(Bb) If Tenant desires shall have the option (the “Additional Extension Option”), to be exercised as hereinafter provided in Section 33(c) hereof, to extend the Term for two (2) successive periods of thirty (30, sixty (60) or ninety (90) days, the length of each such period to be determined at Tenant’s election when each such Additional Extension Option is exercised (each such period of thirty (30, sixty (60) or ninety (90) days, as applicable, is herein called an “Additional Extension Period”), upon the same terms, covenants and conditions contained in this Lease, except that there shall be no further privilege of extension for the Term referred to above, and during the relevant Additional Extension Period the Base Rent payable by Tenant to Landlord pursuant to Article 2 hereof shall be an amount equal to one hundred fifty percent (150%) of the Base Rent paid during the initial Term of the Lease (as set forth in Article 2 hereof).
(c) Tenant shall exercise its applicable option to extend the TermTerm pursuant to Sections 33(a) and 33(b) hereof for any individual Extension Period or Additional Extension Period, then Tenant shall give as applicable, by giving notice (“Extension Notice”) thereof to LandlordLandlord of the Tenant’s election to exercise such option (with respect to Sections 33(a) and 33(b) hereof, not earlier than sixteen as the case may be) at least ninety (1690) months nor later than twelve (12) months days prior to the expiration date of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the initial Term of this Lease pursuant to or if any such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker DeterminationExtension Option has theretofore been exercised, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) expiration date of the Prevailing Market Rent Term as extended by the exercise of such Extension Option or Extension Options theretofore exercised (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Termcase may be). If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) aboveExtension Notice, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed deemed extended for the applicable Extension Period or Additional Extension Period, as referring the case may be, subject to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension optionprovisions of this Article 33, and in no event the parties shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofexecute an instrument confirming such extension.
Appears in 1 contract
Extension Option. (A) On Subject to the terms and conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)contained herein, Tenant shall have the right to extend the Term hereof term of this Lease for one additional period of three (3) years, to begin immediately upon all the same expiration of the original term of this Lease (the “extended term”), provided that each of the following conditions has been satisfied: (i) as of the date of the Tenant’s Notice of Intent (as defined below), the Landlord’s Notice of the Market Rate (as defined below), the Date of Tenant’s Acceptance (as defined below), and as of the commencement of the extended term, Tenant shall not be in default and shall not have previously been in default of its obligations under this Lease beyond any applicable grace period; (ii) Tenant shall have a net income for the 12-month period immediately preceding the date of the Extension Notice and for the 12-month period immediately preceding the commencement of the extended term; and (iii) simultaneously with delivery of the Extension Notice and also at the commencement of the extended term, Tenant shall have delivered to Landlord an audited statement prepared using generally accepted accounting principles evidencing such net income during each of the periods specified in clause (ii) hereinabove. If an audited statement has not yet been prepared for either of the 12-month periods specified in (ii) above, Tenant shall deliver, in lieu thereof, a financial statement certified by an officer of the company and prepared using generally accepted accounting principles to evidence said net income, provided, however, ▇▇▇▇▇▇ shall deliver said audited statement to Landlord immediately upon its completion and if said audited statement does not corroborate the certified financial statement, Landlord shall have the right to terminate the extended term and any extension notice delivered by Tenant shall be deemed null and void and of no further effect as between the parties. Landlord shall not be liable to Tenant for any damages (direct, indirect, punitive, consequential, special or otherwise) incurred by Tenant in connection with any failure of the term of this Lease to be extended hereunder. All of the terms, conditions, covenants and agreements herein contained (provisions of this Lease shall apply to such extended term except for that the Annual Fixed Rent which Rate for such extension period shall be adjusted the market rate at the commencement of such extended term, as designated by Landlord. The “market rate” shall be the annual fair market rental rate during the option periods as hereinbelow set forth) extended term, for two (2) periods leases, for a space of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work similar size to the Premises and of a quality comparable to the Premises, in a comparable market as a result of the exercise reasonably determined by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord Landlord. In order for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option Tenant’s right to extend the Termterm of this Lease to be effective, then Tenant shall give notice notify Landlord in writing of its desire to Landlordextend the term no later than June 15, 2007 (the “Tenant’s Notice of Intent”). If ▇▇▇▇▇▇ delivers the Tenant’s Notice of Intent as aforesaid, then, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation July 5, 2007, Landlord shall give written notice to Tenant of a proposed Annual Fixed Rent for Landlord’s designation of the applicable Extended Term, which quotation Landlord market rate (the “Landlord’s Notice of the Market Rate”). Tenant shall deliver to Tenant either accept or reject in writing within fifteen Landlord’s designation of the market rate no later than July 15, 2007 (15) business days after receipt in the event Tenant accepts Landlord’s designation, the date of Tenant's request’s acceptance is referred to herein as the “Date of ▇▇▇▇▇▇’s Acceptance”). If at Any failure on the expiration part of thirty (30) days after Tenant to deliver, or any act or omission by Tenant not to deliver, its notice accepting or rejecting the date when Tenant receives Landlord's quotation ’s designation of the proposed Annual Fixed Rent as aforesaid (market rate shall bind Tenant to Landlord’s designation of the "Negotiation Period"), Landlord market rate and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term extension of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, effected without the necessity for the execution of any additional documents. If Tenant accepts the Landlord’s designation of the market rate, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term extension of this Lease shall be construed as referring automatically effected without the execution of any additional documents. If Tenant fails or decides not to timely deliver its Notice of Intent, or rejects Landlord’s designation of the Lease Termmarket rate, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and furtheraforesaid, Tenant shall not be deemed to have the waived its right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall extend the term of the Lease Term hereof hereunder. The original term and the extended term are hereinafter collectively called the “term”. In any event, the Annual Fixed Rent Rate for the extended term shall not be less than the Annual Fixed Rent Rate in effect immediately prior to such extended for more than ten (10) years after the expiration of the Original Term hereofterm.
Appears in 1 contract
Sources: Lease (Lemaitre Vascular Inc)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) Provided that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1)or Incipient Default exists, (ii) this Lease is still there has not occurred during the twelve (12) immediately preceding Loan Months either (X) a reduction in full force and effectthe Net Cash Flow of more than twenty percent (20%), or (Y) a reduction in Gross Revenues of more than thirty percent (30%), and (iii) Tenant has not sublet more the DSCR for the twelve (12) immediately preceding Loan Months is equal to or greater than fifty percent 1.40:1, then Borrower may, upon the delivery of at least ninety (50%90) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)days' prior written notice to Lender, Tenant shall have the right elect to extend the Term hereof upon all term of the same terms, conditions, covenants and agreements herein contained Loans for one (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth1) for two (2) periods additional term of five (5) years each as hereinafter set forth(the "EXTENDED TERM"). Each option period is sometimes herein referred The requirements described in the preceding sentence must be satisfied both on the date of the delivery of an extension notice by Borrower to as an "Lender and on the commencement date of the Extended Term." Notwithstanding any implication to . On or before the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result commencement date of the exercise by Tenant Extended Term, Borrower shall pay to Lender an extension fee in an amount equal to one-half of any such option one percent (although .5%) of the absence then outstanding principal balance of any construction or other refurbishment allowance from Landlord the Loans (the "EXTENSION FEE"). Upon satisfaction of the requirements set forth above, including, without limitation, Lender's receipt of the Extension Fee, the Loans shall be extended for the Extended Term on the same terms and conditions contained in the Loan Documents except that Borrower shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option have no further right to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration term of the Lease Term (Loans and the Interest Rate for each of the Loans shall be either the Base Rate or the Fixed Rate, as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation designated by Borrower in a written notice delivered to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If Lender at the expiration of least thirty (30) days after prior to the date when Tenant receives Landlord's quotation first day of the proposed Annual Fixed Rent as aforesaid (Extended Term. If Borrower fails to designate the "Negotiation Period")Interest Rate pursuant to the immediately preceding sentence, Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent Lender shall select the Interest Rate for the applicable Extended Term Term. Borrower acknowledges and executed a written instrument extending agrees that the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent Prepayment Fee (as defined in Exhibit Hthe Notes) for shall apply during the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior pursuant to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term and in accordance with the terms and provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Notes. Borrower agrees to execute any additional documentation required by Lender in connection with any Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof.
Appears in 1 contract
Sources: Loan Agreement (Senior Tour Players Development Inc)
Extension Option. (A) A. On the conditions (which conditions Landlord may waive by written notice to TenantTenant at any time) that (i) both at the time of exercise of the herein described applicable option to extend Tenant’s Exercise Notice, as hereinafter defined, and as of the commencement of the Second Extended Term in question (i) Term, as hereinafter defined, there exists no monetary or other material Event of Default (defined in Section 7.1)of Tenant, (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of is in compliance with the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)Occupancy Condition, Tenant Tenant, at Tenant’s election, shall have the right (the “Extension Option”) to extend the Term hereof of the Lease for one (1) additional period of ten (10) years (i.e. commencing as of December 1, 2022 and expiring as of November 30, 2032) (the “Second Extended Term”) with respect to either (x) the entirety of the Premises then demised to Tenant, or (y) only Buildings A and B as hereinafter set forth. The Second Extended Term shall be upon all the same terms, conditions, covenants and agreements herein contained which were in effect immediately preceding the commencement of the Second Extended Term, except that: (except for i) the Annual Fixed Rent which for the Second Extended Term shall be adjusted during equal to ninety-five percent (95%) of the Prevailing Fair Market Rent as determined and defined in Exhibit G of the Lease, and (ii) there shall be no further option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "extend the Term other than the Second Extended TermTerm provided in this Section 3.2."
B. Notwithstanding any implication to the contrary contrary, Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent Extension Option under this Section 8.20 and Exhibit H)3.2.
(B) C. If Tenant desires to exercise its applicable option to extend the TermExtension Option, then Tenant shall give notice (“Extension Exercise Notice”) to Landlord, Landlord exercising such Extension Option not earlier than sixteen (16) months nor December 1, 2020, or later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended TermMarch 31, which quotation Landlord shall deliver to Tenant in writing within 2021. Within fifteen (15) business days after Landlord’s receipt of Tenant's requestthe Exercise Notice, Landlord shall provide Landlord’s quotation (“Landlord’s Rent Quotation”) to Tenant of Annual Fixed Rent (the “Extension Rent”) payable by Tenant with respect to the Second Extended Term (i.e., 95% of the Prevailing Fair Market Rent for the Second Extended Term). If at Tenant does not object to Landlord’s Rent Quotation in writing (“Tenant’s Objection Notice”) on or before the expiration of date (“Extension Period End Date”) which is the later of: (i) the date thirty (30) days after Tenant gives Landlord the date when Extension Exercise Notice (ii) or fifteen (15) days after Tenant’s receipt of Landlord’s Rent Quotation, Tenant receives shall be deemed to have accepted the Extension Rent set forth in Landlord's quotation ’s Rent Quotation. If Tenant disagrees with Landlord’s Rent Quotation, Tenant may promptly notify Landlord in writing of such disagreement, and the parties shall negotiate, in good faith, to reach agreement on the Extension Rent during the period (the “Extension Negotiation Period”) ending as of the proposed Annual Fixed Extension Period End Date. If the parties have not entered into a written agreement on the Extension Rent as aforesaid (by the "end of the Extension Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following by written notice to Landlord on or before the expiration of the Extension Negotiation Period, either to: (x) withdraw its Exercise Notice (unless Tenant does not have the right to make a request withdraw its Exercise Notice, as provided in Section 10C(3)(c)) or (y) submit such dispute to Landlord for a binding broker determination (the "“Broker Determination"”) of as to the Prevailing Fair Market Rent (as defined in Exhibit HG of the Lease) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Second Extended Term shall be the greater of (a) ninety-five percent (95%) in accordance with Exhibit G of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermLease. If Tenant shall have failed to does not timely rescind its Exercise Notice or request the Broker Determination, then Tenant shall have no further right to withdraw its Exercise Notice, the Term of the Lease shall be extended for the Second Extended Term, and the Annual Fixed Rent for during the applicable Second Extended Term shall be as set forth in equal to Landlord's original quotation’s Rent Quotation.
(C) Upon D. If the giving Term of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, is extended for the applicable Second Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event aforesaid: (i) all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in (ii) no event further agreements or documentation shall the Lease Term hereof be extended for more than ten (10) years after the expiration necessary to confirm such extension of the Original Term; however, Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the Second Extended Term hereofas determined in the relevant manner set forth in this Section 3.2.”
Appears in 1 contract
Sources: Lease (Parametric Technology Corp)
Extension Option. If ORIX Columbia Maryland, Inc. an Illinois corporation (A“Building Two Owner”), and Tenant (or any successor-in-interest under Parcel T-1 Agreement (as defined herein) On which would qualify as a Permitted Transferee under this Lease), as contemplated by that certain Agreement Regarding Development of Parcel T-1 dated as even date herewith (“Parcel T-1 Agreement”), enter into both (i) a binding construction agreement for the conditions construction of Building Two (which conditions Landlord may waive by written notice to Tenantthe “Building Two Construction Agreement”),and (ii) that both at a binding lease agreement (the time “Building Two Lease”) for the lease of exercise not less than fifty thousand (50,000) contiguous square feet of rentable area in Building Two (the “Building Two Space”) for a term, commencing upon delivery of the herein described applicable option to extend Building Two Space, of not less than 10 years, then, in such event, and provided that Tenant (or a Permitted Transferee) is the tenant under this Lease as of the commencement effective date of the Extended Term in question Building Two Construction Agreement and the Building Two Lease (i) there exists no monetary or other material Event of Default (defined in Section 7.1but not otherwise), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring amended to extend the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein initial ten (10)-year term to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than date which is ten (10) years after from the expiration date of delivery of the Building Two Space. The Base Rent payable for the Demised Premises in the Building for the Lease Years beyond the original ten (10)-year Term shall continue to be escalated at the rate of seven and 69/100 percent (7.69%) every three years.” It is the intention and agreement of the parties that the automatic extension of the Term of the Lease provided for in Article 51 of the Original Term hereofLease (as amended above in this Paragraph 2 of this Second Amendment) shall only occur if the entry by Tenant and Building Two Owner into Building Two Construction Agreement and the Building Two Lease is initiated, negotiated and consummated in strict accordance with all of the specific deadlines, terms and conditions which govern the right of Tenant to exercise its option to expand into Building Two Expansion Space (as such term was defined in Section 51(a)(1) of the Original Lease) under Article 51 of the Original Lease, but not otherwise.
3. Article 52. Effective as of the date hereinabove first written, Article 52 of the Original Lease shall be deleted in its entirety and the following shall be substituted therefore:
Appears in 1 contract
Sources: Lease Agreement (Micros Systems Inc)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material non-monetary “Event of Default Default” (defined in Section 7.1)15.1) and there have been no more than two (2) Event of Defaults during the twelve (12) months immediately preceding the date of Tenant’s exercise notice, (ii) this Lease is still in full force and effect, and (iii) Tenant has neither assigned this lease nor sublet any portion thereof (except for an assignment or sublet of not sublet more than fifty twenty-five percent (5025%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under in accordance with Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 12.5 hereof), then Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods period as hereinbelow set forthforth and except that there shall be no further option to extend) for two one (21) periods period of five (5) years each as hereinafter set forth. Each The option period is sometimes herein referred to as an "the “Extended Term." ” Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable an option to extend the Term, then Tenant shall give notice (“Exercise Notice”) to Landlord, Landlord not earlier than sixteen (16) months nor later than twelve (12) months (the “Extension Deadline”) prior to the expiration of the then Term of this Lease Term (as it may have been previously extended hereunderextended) exercising such option to extend. If Tenant timely delivers an Exercise Notice, Landlord shall, not later than ten (10) months prior to expiration of Tenant's request for the then-current Term, provide Landlord's ’s quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen Term (15) business days after receipt of Tenant's request“Landlord’s Rent Quotation”). If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable such Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit H) for the applicable such Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable such Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermDetermination. If Tenant shall have failed to does not timely request the Broker Determination, then the Annual Fixed Rent for during the applicable Extended Term shall be as set forth in equal to the Landlord's original quotation’s Rent Quotation.
(C) Upon the giving of notice the Exercise Notice by Tenant to Landlord exercising Tenant's ’s option to extend the Lease Term in accordance with the provisions of Section 8.20(B3.2 (B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.203.2; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in except that there shall be no event shall further option to extend the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofTerm.
Appears in 1 contract
Extension Option. Provided that Perclose, Inc., has not assigned this Lease or sublet any or all of the Premises other than to an Affiliate (A) On it being intended that all rights pursuant to this provision are and shall be personal to the conditions (which conditions Landlord may waive by written original Tenant under this Lease and its Affiliates and shall not be transferable or exercisable for the benefit of any Transferee), and provided Tenant is not in default under this Lease beyond any applicable notice to Tenant) that both and cure periods at the time of exercise or at any time thereafter until the beginning of any such extension of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)Term, Tenant shall have the right option (the "Extension Option") to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained for one (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth1) for two (2) periods additional consecutive period of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred (the "Extension Period"), by giving written notice to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than Extension Option at least twelve (12) months months, but not more than eighteen (18) months, prior to the expiration of the initial Term. The exercise of any Extension Option by Tenant shall be irrevocable and shall cover the entire Premises leased by Tenant pursuant to this Lease. Upon such exercise, the term of the Lease Term (as it may have been previously shall automatically be extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt Extension Period without the execution of Tenant's request. If at any further instrument by the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), parties; provided that Landlord and Tenant have shall, if requested by either party, execute and acknowledge an instrument confirming the exercise of the Extension Option. Any Extension Option shall terminate if not reached agreement on a determination exercised precisely in the manner provided herein. Any extension of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of shall be upon all the terms and conditions set forth in this Lease pursuant to such agreementand all Exhibits thereto, then except that: (i) Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's no further option to extend the Lease Term of the Lease, other than as specifically set forth herein; (ii) Landlord shall not be obligated to contribute funds toward the cost of any remodeling, renovation, alteration or improvement work in accordance with the provisions of Section 8.20(BPremises; and (iii) above, Base Rent for any such Extension Period shall be the then this Lease and the Lease Term hereof shall automatically be deemed extended, Fair Market Base Rental (as defined below) for the applicable Extended Term, without the necessity Premises for the execution of any additional documentsspace and term involved, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term which shall be determined as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofbelow.
Appears in 1 contract
Sources: Lease Agreement (Perclose Inc)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises assigned this Lease (except for a subletting an assignment permitted without Landlord's ’s consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof either (i) with respect to the entire Premises or (ii) with respect only to the First Floor Premises (whichever of the two (2) preceding options Tenant has elected is hereinafter called “Tenant’s Elected Premises”) and otherwise upon all the same terms, conditions, covenants and agreements herein contained (except for the premises which shall be Tenant’s Elected Premises and except also for the Annual Fixed Rent which shall be adjusted during the option periods period as hereinbelow set forth) for two one (21) periods period of five (5) years each as hereinafter set forth. Each The option period is sometimes herein referred to as an "the “Extended Term." ” Notwithstanding any implication to the contrary contrary, Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Elected Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable said option to extend the Lease Term, then Tenant shall give notice (the “Exercise Notice”) to Landlord, not earlier than sixteen twelve (1612) months nor later than twelve ten (1210) months prior to the expiration of the Original Term of this Lease Term (as it may have been previously extended hereunder) exercising such option to extend, which to be valid must include Tenant’s selection of Tenant's request for ’s Elected Premises which election shall be irrevocable. Said Exercise Notice shall state that Landlord has ten (10) business days to respond thereto. Within ten (10) business days after Landlord's ’s receipt of the Exercise Notice, Landlord shall provide Landlord’s quotation to Tenant of a proposed Annual Fixed Rent annual rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen Term for the Tenant’s Elected Premises (15) business days after receipt of Tenant's request“Landlord’s Rent Quotation”). If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent annual rental for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit HF) for the applicable Extended TermTerm for the Tenant’s Elected Premises, which Broker Determination shall be made in the manner set forth in Exhibit H. F. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-ninety five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermDetermination. If Tenant shall have failed to does not timely request the Broker Determination, then the Annual Fixed Rent for during the applicable Extended Term shall be as set forth in equal to Landlord's original quotation’s Rent Quotation.
(C) Upon the giving of notice the Exercise Notice by Tenant to Landlord exercising Tenant's ’s option to extend the Lease Term in accordance with the provisions of Section 8.20(Bsubsection (B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, but only for the Tenant’s Elected Premises as set forth in Tenant’s Exercise Notice, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.208.20 and confirming Tenant’s Elected Premises; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Original Term, as so extended, unless the context clearly otherwise requires, and except that there shall be no further option to extend the Lease Term. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten five (105) years after the expiration of the Original Term hereof.
Appears in 1 contract
Extension Option. (a) The Borrower may request an extension of the Maturity Date for additional one year periods (each, an “Extended Maturity Date”); provided that (i) the Borrower (A) On the conditions (which conditions Landlord may waive by provides written notice requesting the extension to Tenant) that both at the time of exercise Facility Agent not less than 25 days nor more than 60 days prior to the first anniversary or second anniversary of the herein described Effective Date of the Facility, as applicable option and (B) delivers to the Facility Agent a certificate signed by a duly authorized officer certifying a copy of the resolutions of the Borrower’s Board of Directors approving the Extended Maturity Date, (ii) no Default or Event of Default has occurred and is continuing, and (iii) no more than two extension requests shall be made. The Facility Agent shall promptly notify each of the Lenders of such request. Each Lender will respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within ten Business Days of such notice to the Facility Agent. The Commitments of those Lenders which have responded affirmatively shall be extended, subject to receipt by the Facility Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the Facility Agent and all of the Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.24(a) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Required Lenders.
(b) If any Lender rejects, or is deemed to have rejected, the Borrower’s request to extend and as of the commencement of the Extended Term in question its Commitment (each, a “Non-Extending Lender”), (i) there exists no monetary this Agreement shall terminate on the Maturity Date or other material Event of Default the initial Extended Maturity Date, as applicable, with respect to such Non-Extending Lender (defined in provided that such Non-Extending Lender’s rights under Sections 2.16, 2.19 and 9.4 and obligations under Section 7.19.12 shall survive the Maturity Date or the initial Extended Maturity Date, as applicable, as to matters occurring prior to such date), (ii) this Lease is still in full force the Borrower shall pay to such Lender on the Maturity Date or the initial Extended Maturity Date, as applicable, any amounts due and effect, payable hereunder to such Lender on such date and (iii) Tenant has not sublet more than fifty percent the Borrower may, if it so elects, designate a Person to become a Lender after consultation with the Facility Agent, or agree with an existing Lender that such Lender’s Commitment shall be increased (50%) each, an “Assuming Lender”), in each case to assume, effective as of the Rentable Floor Area Maturity Date or the initial Extended Maturity Date, as applicable, any Non-Extending Lenders’ Commitments and all of the Premises (except for a subletting permitted obligations of such Non-Extending Lenders under this Agreement thereafter arising relating to such Commitments, without Landlord's consent under Section 5.6.1 hereof recourse to or warranty by, or expense to such Non-Extending Lenders; provided that any occupancy permitted under Section 5.6.6 hereof), Tenant shall have such designation or agreement may not increase the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result aggregate amount of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent Commitments under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request Facility. The assumptions provided for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein 2.24(b) shall be subject to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofconditions that:
Appears in 1 contract
Sources: Credit Agreement (Philip Morris International Inc.)
Extension Option. (Aa) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question Provided: (i) there exists no monetary or other material Event of Default (defined in Section 7.1), exists; (ii) there has not previously been more than 1 monetary default in any 12-month period; (iii) this Lease is still in full force and effect, ; (iv) Tenant is the originally named Tenant; and (iiiv) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area is then occupying 100% of the Premises (except for a subletting permitted without Landlordthe conduct of Tenant's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)business, Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth"Extension Option") for two 36 months beyond the end of the Initial Term (2"Extension Term") periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred by delivering Tenant's written extension election notice to as an "Extended Term." Notwithstanding any implication Landlord no later than the Extension Deadline and no earlier than 3 months prior to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or Extension Deadline. The "Extension Deadline" means the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) date that is 12 months prior to the expiration of the Initial Term; The terms and conditions of this Lease during the Extension Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation shall remain unchanged except Tenant shall only be entitled to Tenant of a proposed Annual the 1 Extension Term provided above, the annual Fixed Rent for the applicable Extended Term, which quotation Landlord Extension Term shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at be the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Extension Rent (as defined in Exhibit H) for below), the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term Expiration Date shall be the greater of (a) ninety-five percent (95%) last day of the Prevailing Market Rent (as defined Extension Term, and, except to the extent reflected in Exhibit H) as determined by the Broker Determination Extension Rent, Landlord shall have no obligation to perform any tenant improvements to the Premises or (b) the Annual Fixed Rent in effect during the last twelve (12) month period provide any tenant improvement allowance to Tenant. Upon Tenant's delivery of its written extension election notice, Tenant may not thereafter revoke its exercise of the Lease Term immediately prior Extension Option. Notwithstanding anything to such Extended Term. If the contrary in this Lease, Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option no right hereunder to extend the Lease Term in accordance with other than or beyond the provisions of Section 8.20(B) above1, then this Lease and the Lease 36-month Extension Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth described in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofparagraph.
Appears in 1 contract
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) Provided this Lease is still in full force and effect, and (iii) Tenant Agreement or Tenant’s right of possession hereunder has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)been earlier terminated, Tenant shall have the right to extend the Term hereof upon all of this Lease Agreement as to all, but not less than all, of the same terms, conditions, covenants and agreements herein contained Premises (except Retail Lots 6 and 7, unless Tenant so elects under Article 2(B)(iii) below) then being leased hereunder, for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two three (23) periods of five sixty (560) years months each as hereinafter set forth. Each option period is sometimes herein referred to as beginning immediately following the end of the then-current Term (each, an "“Extended Term." Notwithstanding any implication ”) subject to the contrary following terms and conditions:
(i) Tenant shall give written notice to Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by of Tenant’s right to extend the Term of this Lease Agreement at least nine (9) months prior to the commencement of the applicable Extended Term, time being of the essence (the “Extension Notice”). If no such Extension Notice is timely given, this Lease Agreement shall terminate as of the end of the then-current Term;
(ii) Tenant shall have no right to exercise Tenant’s right to extend the Term of this Lease Agreement, and any such purported exercise shall be of no force or effect, if Tenant is in default under this Lease Agreement beyond the passage of any such option applicable period of cure, grace or notice at the time of giving the Extension Notice or at the commencement of the Extended Term; and
(although iii) The extension of the absence of any construction or other refurbishment allowance from Landlord Term hereunder for the Extended Term shall be a factor considered by all parties in determining on the Prevailing Market Rent under this Section 8.20 same terms and Exhibit H).
conditions as are applicable to the initial Term; provided, however, (Ba) If Tenant desires to exercise its applicable option shall have no further right to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant Agreement under that exercised option (or beyond the up to such agreementthree option periods described above), then (b) Article 4 shall not apply to the Extended Term; (c) the Minimum Rent payable by Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (in monthly installments during the "Broker Determination") of Extended Term shall be the Prevailing Market Rent (as defined in Exhibit HD attached hereto) for as reasonably determined by Landlord and Tenant in accordance with the terms below and the terms of Exhibit D; and (d) Tenant may, at its option elect to extend the terms of this Lease with respect to Retail Lots 6 and 7 or may elect to decline to apply the extension with respect to Retail Lots 6 and 7 (in which event, upon the expiration of the then-applicable Term, Retail Lots 6 and 7 shall no longer be included in the definition of Premises (to the extent set forth in Article 1 above), Tenant shall thereafter have no option to lease or extend this Lease Agreement with regard to Retail Lots 6 and 7, and Landlord shall thereafter be permitted to develop the same during the applicable Extended Term); in the event that Tenant elects to apply the extension with respect to Retail Lots 6 and 7, which Broker Determination such lots shall remain subject to the terms of this Lease Agreement during the Extended Term and Retail Lots 6 and 7 shall be made in separately valued and factored into the manner set forth in Exhibit H. If determination of Market Rent. Within thirty (30) days following receipt of Tenant’s Extension Notice, but no earlier than nine (9) months prior to the commencement of the Extended Term, Landlord shall notify Tenant timely shall have requested of Landlord’s proposed reasonable determination of the Broker Determination, then the Annual Fixed Market Rent for the applicable Extended Term (“Landlord’s Market Rent Determination”). If Tenant disagrees with Landlord’s Market Rent Determination for the Extended Term, the parties shall negotiate in good faith for a period of twenty (20) days following receipt by Tenant of Landlord’s Market Rent Determination as to the Minimum Rent payable during the Extended Term. If the parties are unable to agree in writing on the Minimum Rent payable during the Extended Term within said twenty (20) day period, the Minimum Rent payable during the Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term arbitration in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofExhibit D attached hereto.
Appears in 1 contract
Sources: Lease Agreement (SomaLogic, Inc.)
Extension Option. (Aa) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both If Tenant or an Affiliate directly occupies at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty least seventy-five percent (5075%) of the Rentable Floor Area Premises upon the last day of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)Lease term, Tenant shall have the right option to renew this Lease for one (1) additional sixty (60) month term (the "Extended Term"), by delivering notice to Landlord of Tenant's option to extend the Term hereof upon all term of this Lease. If Tenant exercises its right to extend, the same terms, conditions, covenants and agreements herein contained (except term of this Lease shall be extended for the Annual Fixed Rent which applicable sixty (60) month period, and Tenant shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred continue to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to lease the Premises as a result on all of the exercise terms and conditions of this Lease, except that (i) the Base Rent payable by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for during the Extended Term shall be a factor considered by all parties the fair market rent as determined in determining the Prevailing Market Rent paragraph 51(b) or paragraph 51(c) hereof; and (ii) Tenant shall have no further renewal options under this Section 8.20 Lease. Notwithstanding the foregoing, if an event of default by Tenant exists on the first day of the Extended Term, this Lease shall automatically terminate, and Exhibit H)Tenant shall be deemed to have elected not to exercise its renewal option.
(Bb) If Tenant desires to exercise its applicable option exercises the right to extend the Termterm of this Lease for the Extended Term in accordance with paragraph 51(a) hereof, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration effective as of first day of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Base Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent prevailing fair market rental value of the Premises on the first day of the Extended Term, on and subject to the agreements, covenants and conditions (except the amount of Base Rent) of this Lease, based on then current rent being offered and accepted for comparable space in comparable buildings in the San Francisco Bay Area used by biotechnology companies for uses comparable to Tenant's use of the Premises leased on terms comparable to this Lease as defined of the first day of the Extended Term, expressly excluding any rental value added to the Premises from alternations or improvements or Trade Fixtures paid for by Tenant directly or through amortization in Exhibit H) as the rent. Such fair market rental value shall be determined by agreement between Landlord and Tenant. If Landlord and Tenant do not agree on such fair market rental value by the Broker Determination or date three (b3) months prior to the Annual Fixed Rent in effect during the last twelve (12) month period first day of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term such fair market rental value shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice determined by Tenant to Landlord exercising Tenant's option to extend the Lease Term appraisal in accordance with the provisions of Section 8.20(Bparagraph 51(c) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requireshereof. Notwithstanding anything contained herein to the contraryforegoing, in no event shall the Base Rent during the Extended Term be less than the Base Rent for the month immediately preceding the Extended Term. Landlord and Tenant have each shall, promptly after the right Base Rent for the Extended Term has been determined pursuant to exercise this paragraph 51(b) or paragraph 51(c) hereof, execute and deliver to the other an amendment to this Lease which sets forth the Base Rent during the Extended Term, but the Base Rent so determined shall be effective during the Extended Term whether or not such amendment is executed.
(c) For the purpose of paragraph 51 hereof, if Landlord and Tenant do not agree on the fair market rental value of the Premises by the date three (3) months prior to the first day of the Extended Term, such fair market rental value shall be determined as follows: Landlord and Tenant each shall appoint one (1) appraiser within fifteen (15) days after a written request for appointment of appraisers has been given by either Landlord or Tenant to the other. If either Landlord or Tenant fails to appoint its appraiser within such period of fifteen (15) days, such appraiser shall be appointed by the Superior Court of the State of California in and for the County of San Mateo upon application of the other. Each such appraiser shall appraise such fair market rental value of the Premises and complete and submit his written appraisal setting forth the appraised value to Landlord and Tenant within thirty (30) days after the appointment of both such appraisers. If the higher appraised value in such two (2) appraisals is not more than one extension option at a time hundred ten percent (110%) of the lower appraised value, such fair market rental value of the Premises shall be the average of the two (2) appraised values. If the higher appraised value is more than one hundred ten percent (110%) of the lower appraised value, Landlord and further, Tenant shall agree upon and appoint a neutral third appraiser within fifteen (15) days after both of the first two (2) appraisals have been submitted to Landlord and Tenant. If Landlord and Tenant do not agree and fail to appoint such neutral third appraiser within such period of fifteen (15) days, such neutral third appraiser shall be appointed by the Superior Court of the State of California in and for the County of San Mateo upon application of either Landlord or Tenant. The neutral third appraiser shall appraise such fair market rental value of the Premises and complete and submit his written appraisal setting forth the appraised value to Landlord and Tenant within thirty (30) days after his appointment. Such fair market rental value of the Premises shall be the average of the two (2) appraised values in such three (3) appraisals that are closest to each other. The fair market rental value of the Premises, determined in accordance with this paragraph 51(c), shall be conclusive and binding upon Landlord and Tenant. Any proceedings in connection with the determination of the fair market rental value of the Premises shall be subject to California Code of Civil Procedure sections 1280 to 1294.2 (including section 1283.05) or successor California laws then in effect relating to arbitration and any such proceedings shall be conducted in the County of San Mateo. All appraisers appointed by Landlord or Tenant, or both of them, shall be members of the American Institute of Real Estate Appraisers of the National Association of Realtors or real estate professionals qualified by appropriate training or experience and have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than at least ten (10) years after of experience dealing with commercial real estate. The appraisers shall have no power or authority to amend or modify this Lease in any respect and their jurisdiction is limited accordingly. Landlord and Tenant each shall pay the expiration fee and expenses charged by its appraiser plus one-half of the Original Term hereoffee and expenses charged by the neutral third appraiser. If the fair market rental value of the Premises has not been determined in accordance with this paragraph 51(c) by the first day of the Extended Term, Tenant shall pay as Base Rent the average of the amount of Base Rent proposed by Landlord and the amount of Base Rent proposed by Tenant, but not less than the Base Rent for the month immediately preceding the Extended Term, effective on the first day of the Extended Term, and Tenant shall continue to pay such average until the fair market rental value of the Premises has been determined, at which time any adjustment in the Base Rent resulting therefrom shall be made retroactively within ten (10) days after such determination.
Appears in 1 contract
Sources: Standard Industrial Lease (Arris Pharmaceutical Corp/De/)
Extension Option. (Aa) On Subject to the conditions set out in paragraph (which conditions Landlord b) of this Clause 6.2, the Borrower may, if it gives the Agent not less than fifteen (15) days’ and not more than thirty (30) days’ (or such shorter period as all Lenders may waive by agree) written notice prior to Tenant) the Initial Maturity Date, request that both at the time of exercise of the herein described applicable option Repayment Date be extended to extend and as of the commencement of the Extended Term in question Maturity Date.
(b) The request for extension under paragraph (a) of this Clause 6.2 is conditional upon the Agent being satisfied (acting on the instructions of all the Lenders) that:
(i) there exists no monetary or other material Event it has received from each Lender its written approval of Default (defined in Section 7.1), the extension;
(ii) this Lease no Default is still in full force and effect, and continuing or is reasonably likely to occur as a result of circumstances prevailing at that time;
(iii) Tenant it has not sublet more than fifty percent received from the Borrower a certificate signed by a director of the Borrower on the Borrower’s behalf certifying that no Default is continuing; and
(50iv) the Borrower has paid to the Agent (for the account of the Lenders) a non-refundable extension fee in the amount equal to two point five-zero per cent. (2.50%) of the Rentable Floor Area aggregate Loans outstanding as at the date of the Premises Borrower’s written notice given pursuant to paragraph (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have a) of this Clause 6.2 at least fifteen (15) days before the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)Initial Maturity Date.
(Bc) The Agent shall notify the Borrower and the Lenders promptly in writing upon being so satisfied and the Repayment Date shall thereupon be extended from the Initial Maturity Date to the Extended Maturity Date.
(d) If Tenant desires to exercise its applicable the Agent determines (acting on the instructions of all the Lenders) that the conditions set out in paragraph (b) of this Clause 6.2 have not been satisfied on or before the Initial Maturity Date, the option to extend the TermRepayment Date under this Clause 6.2 shall lapse automatically on the Initial Maturity Date and, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Termavoidance of doubt, which quotation Landlord the Borrower shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at repay the expiration of thirty (30) days after aggregate Loans and pay all outstanding accrued interests and other Unpaid Sum on the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotationInitial Maturity Date.
(Ce) Upon Without prejudice to the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the foregoing provisions of Section 8.20(B) abovethis Clause 6.2, then this Lease and the Lease Term hereof shall automatically be deemed extended, only one request for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofRepayment Date may be made by the Borrower under the Facility.
Appears in 1 contract
Sources: Term Facility Agreement (Tongjitang Chinese Medicines Co)
Extension Option. (A) On the conditions (the “Extension Option Conditions”, which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1)) and there have been no more than three (3) monetary Events of Default during the previous sixty (60) months, (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty thirty percent (5030%) of the Rentable Floor Area of the Premises (in either case except for a (x) an assignment or subletting permitted without Landlord's ’s consent under Section 5.6.1 hereof 5.6.4 hereof, or any (y) occupancy permitted under of part of the Premises by one or more Licensee Parties, as defined in Section 5.6.6 5.6.4 hereof), Tenant shall have the right (the “Extension Option”) to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods period as hereinbelow set forthforth and except that there shall be no further option to extend) for two one (21) periods period of five seven (57) years each as hereinafter set forth. Each The option period is sometimes herein referred to as an "“Extended Term." ” Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable an option to extend the Term, then Tenant shall give notice (“Exercise Notice”) to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the then Term of this Lease Term (as it may have been previously extended hereunderextended) exercising such option to extend. Within thirty (30) days after Landlord’s receipt of Tenant's request for the Exercise Notice, Landlord shall provide Landlord's ’s quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended TermTerm (“Landlord’s Rent Quotation”); provided, which quotation however, in no event shall Landlord shall deliver be obligated to Tenant in writing within fifteen provide Landlord’s Rent Quotation more than fourteen (1514) business days after receipt months prior to the expiration of Tenant's requestthe then Term of this Lease. If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable such Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant the matter shall have the right, for thirty (30) days following the expiration of the Negotiation Period, be submitted to make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit H) for the applicable such Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.H.
(C) Upon the giving of notice the Exercise Notice by Tenant to Landlord exercising Tenant's ’s option to extend the Lease Term in accordance with the provisions of Section 8.20(B9.18(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.209.18; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in except that there shall be no event shall further option to extend the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofTerm.
Appears in 1 contract
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) Conditions Provided that both at the time of exercise of the herein described applicable option to extend and as at the commencement date of the commencement of the Extended Term in question extension option period -
(i) there exists no monetary or other material Event of Default (defined in Section 7.1), ; and -- (ii) this Lease is still shall then be in full force and effect, ; and (iii) Tenant the Lessee has not neither assigned this Lease nor sublet more than fifty percent the Premises; Then, if said three (50%3) of conditions shall prevail, the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant Lessee shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods period as hereinbelow herein below set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each The option period is sometimes herein referred to as an the "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)".
(B) First Five (5) Year Extended Term If Tenant the Lessee desires to exercise its applicable the option to extend the TermTerm for the first five (5) year extended term (commencing December 1, 2007 and ending November 30, 2012), then Tenant the Lessee shall give deliver notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration Lessor of the Lease Term request of the Lessee for quotation by the Lessor of Ninety Five (as it may have been previously extended hereunder95%) per centum of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent the annual fair market rent for the applicable Extended Term, which Premises as of the commencement date of the first extension period. Such quotation Landlord shall deliver to Tenant be based on the use of the Premises as comparable office space in writing within fifteen the Boston North Suburban Market (15) business days after receipt of Tenant's requesthereinafter called the "Annual Market Rent"). If at the expiration of Within thirty (30) days after receipt by the date when Tenant receives Landlord's Lessor of said notice from the Lessee requesting such a quotation, the Lessor shall notify the Lessee of the quotation of the proposed Annual Fixed Rent as aforesaid Lessor of Ninety Five (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (3095%) days following the expiration per centum of the Negotiation Period, to make a request to Landlord for a broker determination Annual Market Rent. Said Ninety Five (the "Broker Determination"95%) per centum of the Prevailing Annual Market Rent (as defined Rent, however, shall, in Exhibit H) for the applicable Extended Termno event, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then less than the Annual Fixed Rent for the applicable Extended Term last year of the Original or Initial Term. The Lessee shall be deliver said notice to the greater Lessor of (a) ninetyits request for quotation by the Lessor of Ninety-five percent (95%) per centum of the Prevailing Market Rent annual fair market rent not earlier than fifteen (as defined in Exhibit H15) as determined months nor later than Twelve months prior to the expiration term of this lease. In order to exercise its rights hereunder, the Lessee, (and within fifteen (15) days after receipt by the Broker Determination or Lessee of the quotation from the Lessor of Ninety Five (b95%) per centum of the Annual Market Rent) shall give written notice to the Lessor that it exercises its option to extend the Term of this Lease; in which case the Term of this Lease shall be extended for an additional term of five (5) years upon all of the same terms, conditions, covenants and agreements contained in this Lease except that the Annual Fixed Rent shall be equal to Ninety Five (95%) per centum of the Annual Market Rent as quoted by Lessor; provided, however (and as aforesaid), in effect no event shall the Annual Fixed Rent payable during the last twelve (12) month period of the Lease Extended Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then be less than the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) last year of the Original Term. Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) abovesuch notice, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable first five (5) year Extended Term, without the necessity for the execution of any additional documents, except that Landlord the Lessor and Tenant Lessee agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term but the failure to so enter into such a written instrument shall not negate the exercise of the applicable option to extend. Upon the giving of such notice of extension as determined in the relevant manner set forth in this Section 8.20; and in such event aforesaid all references herein to the Lease Term or the Term term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten .
(10C) years after the expiration of the Original Term hereofSecond Five (5)
Appears in 1 contract
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty thirty percent (5030%) of the Rentable Floor Area of the Premises (except for a an assignment or subletting permitted without Landlord's ’s consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 5.6.4 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two one (21) periods period of five (5) years each as hereinafter set forth. Each Such option period is sometimes herein referred to as an "“Extended Term." ” Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable an option to extend the Term, then Tenant shall give notice (“Exercise Notice”) to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the then Term of this Lease Term exercising such option to extend. Within thirty (as it may have been previously extended hereunder30) days after Landlord’s receipt of Tenant's request for the Exercise Notice, Landlord shall provide Landlord's ’s quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended TermTerm (“Landlord’s Rent Quotation”).; provided, which quotation however, in no event shall Landlord shall deliver be obligated to Tenant in writing within fifteen provide Landlord’s Rent Quotation more than eleven (1511) business days after receipt months prior to the expiration of Tenant's requestthe then Term of this Lease. If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable such Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit HK) for the applicable such Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. K. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable such Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermDetermination. If Tenant shall have failed to does not timely request the Broker Determination, then the Annual Fixed Rent for during the applicable Extended Term shall be as set forth in equal to Landlord's original quotation’s Rent Quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) abovesuch Exercise Notice, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, documents (except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20fixed rent); and in such event all references herein to the Lease Term or the Term term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in except that there shall be no event shall further option to extend the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofLease.
Appears in 1 contract
Sources: Lease Agreement (Allovir, Inc.)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and So long as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and the named Tenant as set forth in Section 1.1 (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)successor by merger, or any Affiliate) shall actually occupy the entire Premises, Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) term of this Lease for two (2) additional periods (the "EXTENDED TERM(S)") of five three (53) years each as hereinafter set fortheach. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining commence on the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend day succeeding the expiration of the Original Term or the preceding Extended Term, then Tenant as the case may be, and shall give notice to Landlordend on the day immediately preceding the third anniversary of the commencement of such Extended Term. All of the terms, not earlier than sixteen (16) months nor later than twelve (12) months covenants and provisions of this Lease applicable immediately prior to the expiration of the Lease then current Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable i.e., Original Term or Extended Term, which quotation Landlord as applicable) shall deliver apply to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable each such Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty except that (30i) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable each such Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during on the last twelve day preceding the commencement of such Extended Term without giving effect to any abatements, set-offs or concessions then in effect or (12b) month period the fair market rental value of the Premises for the [applicable] Extended Term as determined by Landlord in its sole discretion; and (ii) Tenant shall have no further right to extend the term of this Lease Term immediately prior to such beyond the Extended TermTerms hereinabove provided. If Tenant shall elect to exercise any of the aforesaid options, it shall do so by giving Landlord notice of its election not later than six months, nor sooner than twelve months prior to the expiration of the then current Term of this Lease (Original Term or Extended Term, as applicable). If Tenant fails to give any such notice to Landlord, the term of this Lease shall automatically terminate no later than the end of the Original Term, and Tenant shall have failed no further option to timely request extend the Broker Determinationterm of this Lease, then it being agreed that time is of the essence with respect to the giving of any such notice. If Tenant shall extend the term hereof pursuant to the provisions of this Section 2.4, such extension shall be automatically effected without the execution of any additional documents, but Tenant shall, at Landlord's request, execute an agreement confirming the Annual Fixed Rent for the applicable Extended Term. Landlord shall give Tenant notice of its determination of fair market rental value for the [applicable] Extended Term shall be as set forth in Landlord's original quotation.
not later than the later to occur of thirty (C30) Upon the giving of notice days after request for such determination by Tenant or seven months prior to Landlord exercising Tenant's option to extend the Lease Term in accordance with commencement of the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable [applicable] Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof.
Appears in 1 contract
Sources: Lease (Perficient Inc)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and So long as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and subject to the Conditions (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or as hereinafter defined), which Landlord may waive, in its discretion, at any occupancy permitted under Section 5.6.6 hereof)time, but only by notice to Tenant, Tenant shall have the right to extend the Term hereof upon all term of this Lease for one (1) additional period (the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth“Extended Term”) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "years, commencing on the day succeeding the expiration of the Original Term and ending on the day immediately preceding the fifth (5th) anniversary of the commencement of the Extended Term." Notwithstanding any implication . All of the terms, covenants and provisions of this Lease applicable immediately prior to the contrary Landlord has no obligation to make any additional payment to Tenant in respect commencement of any construction allowance or the like or to perform any work Extended Term shall apply to the Premises as a result of Extended Term except that (i) the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord Annual Fixed Rent for the Extended Term shall be a factor considered the Market Rate (as hereinafter defined) for the Premises determined as of the commencement of such Extended Term, as designated by all parties in determining the Prevailing Market Rent under this Section 8.20 Landlord by notice to Tenant (“Landlord’s Notice”), but subject to Tenant’s right to dispute as hereinafter provided; and Exhibit H).
(Bii) If Tenant desires to exercise its applicable option shall have no further right to extend the term of this Lease beyond the Extended Term, then . If Tenant shall give elect to exercise the aforesaid option, it shall do so by giving Landlord notice to Landlord, (an “Election Notice”) of its election not earlier than sixteen (16) months nor later than twelve (12) months nor sooner than fifteen (15) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Original Term. If Tenant fails to give such notice to Landlord, the term of this Lease shall automatically terminate no later than the end of the Original Term, and Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's no further option to extend the Lease Term in accordance term of this Lease, it being agreed that time is of the essence with respect to the giving of such notice. If Tenant shall extend the term hereof pursuant to the provisions of this Section 8.20(B2.6, such extension shall (subject to satisfaction of the Conditions, unless waived by Landlord) above, then this Lease and the Lease Term hereof shall be automatically be deemed extended, for the applicable Extended Term, effected without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into but the parties shall, at the request of either, execute an instrument in writing setting forth agreement confirming the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein Term. Following a request by Tenant made not earlier than eighteen (18) months prior to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofTerm, for Landlord’s determination of the fair market rental value for the Extended Term, Landlord shall give Tenant notice of such determination not later than thirty (30) days after receipt of such request. The “Conditions” are that, as of the date of the Election Notice there shall exist no Default of Tenant and Prometheus Biosciences, Inc. (or any successor by Merger, or any Affiliate) shall actually occupy the entire Premises.
Appears in 1 contract
Sources: Lease (Prometheus Biosciences, Inc.)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material “Event of Default Default” (defined in Section 7.115.1), and (ii) this Lease is still in full force and effect, and on the further condition (iiiwhich condition Landlord may waive by written notice to Tenant) that both as of the time of exercise of the herein described option to extend and as of the commencement of the option term in question, ▇▇▇▇▇▇ Worldwide, LLC, ▇▇▇▇▇, ▇.▇., and/or Tenant has not sublet more than Affiliates and/or a Permitted Tenant Successor (each as defined in Section 12.2) are occupying, in the aggregate, at least fifty percent (50%) percent of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)then demised to -17- Tenant, Tenant shall have the right two separate consecutive options to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods period as hereinbelow set forthforth and except that there shall be no further option to extend) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "the “Extended Term." ” Notwithstanding any implication to the contrary contrary, Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable an option to extend the Term, then Tenant shall give notice (“Extension Exercise Notice”) to LandlordLandlord on or before March 1, not earlier than sixteen (16) months nor later than twelve (12) months prior 2013 with respect to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable first Extended Term and executed a written instrument extending on or before March 1, 2018 with respect to the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable second Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof
Appears in 1 contract
Sources: Lease Agreement (Havas)
Extension Option. (Aa) On Notwithstanding anything to the conditions contrary set forth in this Agreement (including without limitation, Sections 2.5 and 10.5 (which conditions Landlord provisions shall not be applicable to this Section 2.25 except as expressly provided below in this Section 2.25) or any other Credit Document, Company may waive by written at any time and from time to time request that the scheduled final maturity date of all or a portion of the Term Loans of any Class (an “Existing Term Loan Class”) be extended (any such Term Loans which have been so extended, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.25. In order to establish any Extended Term Loans, Company shall provide a notice to Tenant) that both at the time Administrative Agent (who shall provide a copy of exercise such notice to each of the herein described applicable option to extend and as Lenders of the commencement applicable Existing Term Loan Class) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term in question Loans to be established, which terms shall be identical to the Term Loans of the Existing Term Loan Class from which they are to be extended except (i) there exists no monetary the scheduled final maturity date shall be extended and all or other material Event any of Default the scheduled amortization payments of all or a portion of any principal amount of such Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term Loans of such Existing Term Loan Class, (defined ii)(A) the interest margins with respect to the Extended Term Loans may be higher or lower than the interest margins for the Term Loans of such Existing Term Loan Class and (B) additional fees may be payable to the Lenders providing such Extended Term Loans in Section 7.1addition to or in lieu of any increased margins contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment (iias defined below) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) the voluntary and mandatory prepayment rights of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term Loans shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior subject to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner provisions set forth in Exhibit H. If Tenant timely Section 2.13 and Section 2.14. No Lender shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable any obligation to agree to have any of its Term Loans of any Existing Term Loan Class converted into Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Loans pursuant to any Term immediately prior to such Extended TermLoan Extension Request. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Any Extended Term Loans made pursuant to any Term Loan Extension Request shall be as set forth in Landlord's original quotationconstitute a separate Class of Term Loans from the Existing Term Loan Class of Term Loans from which they were extended.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof
Appears in 1 contract
Extension Option. If this Lease shall be in full force and effect and if Tenant shall not be in default (Abeyond any applicable notice and grace period) On of any of the conditions (which conditions Landlord may waive by written notice to Tenant) that both terms, conditions, covenants and provisions hereof, at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)Extension Term, Tenant shall have the right to extend the Term hereof upon for two (2) additional, consecutive terms of (x) seven (7) years (the “First Extension Term”) immediately following the initial Term and (y) provided that Tenant timely exercised the First Extension Term, five (5) years (the “Second Extension Term”; the First Extension Term and the Second Extension Term are sometimes referred to as the “Extension Terms” or, individually, as an “Extension Term”) immediately following the First Extension Period, provided that Tenant gives Landlord written notice at least twelve (12) months and not more than fifteen (15) months prior to expiration of then-current term (the “Extension Notice”) of its exercise of such extended term option, time being of the essence. Except as set forth below with respect to Fixed Rent, Tenant’s occupancy during such Extension Term shall be governed by all of the same terms, conditions, covenants and agreements herein contained provisions of this Lease (except for with respect to (i) the Annual Extension Terms previously executed, which shall no longer apply, and (ii) Supplemental Rent (if any), which shall not be applicable during the Extension Terms), including, with respect to payment of Additional Rent. Time is of the essence with respect to the matters set forth in this Section 33.1. The provisions of this Article 33 are personal to Tenant and any Successor Entity and shall terminate upon any other assignment of this Lease. EAST\174041517.9 The Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Extension Term shall be a factor considered by equal to the prevailing fair market rental rate for the applicable Extension Term (such prevailing fair market rental rate, the “Market Rent”) for Tenant’s then constituted Premises based on fixed annual rents and the applicable length of term for Comparable Buildings in the City of New Haven, which shall reflect all parties relevant market factors including, without limitation, the manner of payment of Operating Expenses and Taxes, but in determining the Prevailing in no event shall Market Rent under be determined to be less than the 101.5% of the rate of Fixed Rent last payable with respect to the period of the Term ending prior to the applicable Extension Term. During each Extension Term the Additional Rent shall continue to be payable as provided in this Section 8.20 Lease and Exhibit H).
(B) all of the terms, conditions and covenants of this Lease, other than the obligation to pay Supplemental Rent, shall apply. If Tenant desires to exercise properly and timely exercises its applicable option to extend the TermTerm pursuant to this Section 33.1, then Landlord shall provide Tenant shall give with written notice to Landlord, not earlier than sixteen (16the “Market Rent Notice”) months nor later than twelve of the rate of the Market Rent (12as determined by Landlord in good faith) at least eleven (11) months prior to the Expiration Date or expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended First Extension Term, which quotation Landlord as applicable. Tenant shall deliver to Tenant respond in writing to Landlord within twenty (20) days following Landlord’s delivery of its Market Rent Notice (the “Tenant Response Period”) stating whether (a) Tenant agrees with the Market Rent determined by Landlord, (b) Tenant disagrees with Landlord’s determination of Market Rent, or (c) Tenant elects to rescind Tenant’s Extension Notice. Tenant’s failure to respond in a timely manner shall be deemed to be Tenant’s election to accept Landlord’s determination of Market Rent in accordance with clause (a), above. If Tenant agrees with, or is deemed to agree with, Landlord’s determination of Market Rent, the parties shall execute an amendment to this Lease within fifteen (15) business days after receipt of Tenant's request. If at thereafter confirming the expiration of thirty (30) days after Extension Term, the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Extension Term, which Broker Determination shall be made in the manner set forth in Exhibit H. and any related terms and conditions. If Tenant timely shall have requested disagrees with Landlord’s determination of Market Rent pursuant to clause (b), above, the Broker Determination, then the Annual Fixed Market Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined determined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Termaccordance with Section 33.2. If Tenant shall have failed timely elects to timely request the Broker Determinationrescind Tenant’s Extension Notice pursuant to clause (c), then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then Tenant’s rights under this Lease Article 33 shall terminate and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord no further force and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofeffect.
Appears in 1 contract
Sources: Lease Agreement (Arvinas, Inc.)
Extension Option. (Aa) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) Provided this Lease is still then in full force and effecteffect without any existing uncured default of Lessee hereunder, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have Lessor hereby grants unto Lessee the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term for one (1) term of five (5) years, with such term to commence on the day following the expiration date of the initial Lease Term. In order to exercise such extension option, Lessee shall notify Lessor in accordance with writing no later than January 1, 2006, of Lessee's desire to so extend the provisions of Section 8.20(B) above, then Lease Term. If Lessee exercises its option to extend this Lease for five (5) years, the Base Rent Rate for the first year for the five (5) year extension period shall be no less than $21.50 per square foot of Rentable Floor Area per annum, and no greater than $24.50 per square foot of Rentable Floor Area per annum and such Base Rent Rate shall be escalated annually at three percent (3%) per year during the Lease Term hereof extension term. If Lessor and Lessee cannot reasonably agree in good faith on or before April 1, 2006 on the amount of Base Rent Rate between $21.50 and $24.50 for the Extension Term, the Extension Option shall automatically be deemed extendedterminated.
(b) During such extension term, for all of the applicable Extended Termterms, without the necessity for the execution of any additional documents, except that Landlord conditions and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term provisions of this Lease shall remain in effect; provided, however, there shall be construed as referring no allowances granted during any such extension period. In addition to the Lease TermBase Rent Rate, Lessee shall continue to pay Additional Rental during the extension term."
8. Exhibit "G", Special Stipulations, Paragraph 11 "Rental Concession", the ------------------------------------------------------------------- following new subparagraph shall be added at the end thereof as so extendedfollows: "For the Second Expansion Area there will be no Rental Concession."
9. Exhibit "G", unless Special Stipulations, Paragraph 15, "Temporary Storage ------------------------------------------------------------------- Area", the context clearly otherwise requires. Notwithstanding anything contained herein to following new paragraph shall be added at the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofend thereof as ----- follows:
Appears in 1 contract
Sources: Lease (Financial Service Corp)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there then exists no monetary or other material Event of Default (defined in Section 7.1)Default, (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (Premises, except for pursuant to a subletting permitted without transfer not requiring Landlord's consent under consent, as set forth in Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 12.5 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods period as hereinbelow set forth) for two one (21) periods period of five ten (510) years each as hereinafter set forth. Each Tenant’s option to extend the Lease Term is sometimes herein referred to as the “Extension Option” and the option period is sometimes herein referred to as an "the “Extended Term." ”. Notwithstanding any implication to the contrary contrary, Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like except as otherwise provided herein or to perform any work to the Premises except as otherwise provided herein as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable said option to extend the Term, then Tenant shall give notice exercising such option to extend (the “Exercise Notice”) to Landlord, not earlier than sixteen (16) months nor later than twelve twenty-four (1224) months prior to the expiration of the Lease then-current Term of this Lease. Within thirty (as it may have been previously extended hereunder30) days after ▇▇▇▇▇▇▇▇’s receipt of Tenant's request for the Exercise Notice, Landlord shall provide Landlord's ’s quotation to Tenant of a proposed Annual Fixed Rent for the applicable Premises for the Extended TermTerm (“Landlord’s Rent Quotation”). Notwithstanding the foregoing or anything herein to the contrary, which in no event shall Landlord be obligated to provide Landlord’s quotation Landlord shall deliver to Tenant in writing within fifteen of a proposed Annual Fixed Rent for the Premises more than twenty-four (1524) business days after receipt months prior to the expiration of Tenant's requestthe then-current Term hereof. If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Premises for the Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty fifteen (3015) days following the expiration of the Negotiation Period, to either (x) make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit HI) for the applicable such Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. I or (y) withdraw the Exercise Notice (in which event this Section 3.2 shall be deemed null and void and of no further force or effect, and the Term of this Lease shall expire as of the last day of the then-current Lease Term). If Tenant timely shall have requested the Broker DeterminationDetermination with respect to the Extended Term, then the Annual Fixed Rent for the applicable Premises for the Extended Term shall be the greater of (a) ninety-five one hundred percent (95100%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermDetermination. If Tenant shall have failed to does not timely request the Broker Determination, then Determination in accordance with the provisions of this subsection (B) and the parties shall not otherwise have agreed in writing during the Negotiation Period upon an Annual Fixed Rent for the applicable Extended Term Term, the Exercise Notice shall be as set forth in Landlord's original quotationdeemed to have been withdrawn by Tenant.
(C) Upon the giving first to occur of notice (x) the mutual written agreement by Landlord and Tenant during the Negotiation Period on the Annual Fixed Rent to be payable during the Extended Term or (y) the timely request by Tenant to Landlord exercising Tenant's option to extend for the Lease Term Broker Determination in accordance with the provisions of Section 8.20(Bsubsection (B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.203.2; and in such event all references herein to the Lease Term or the Term term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Lease Term hereofhereof unless otherwise agreed to by the parties.
Appears in 1 contract
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Extension Term in question (as defined below) (i) there exists no monetary or other material Event of Default and there have been no more than two (defined in Section 7.1)2) monetary Event of Default occurrences during the previous twelve (12) months of the Term, (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty twenty-five percent (5025%) of the Rentable Floor Area of the Premises (except for an assignment or subletting to a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereofPermitted Transferee), Tenant shall have the right to extend the Term hereof as to the entire Premises upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods period as hereinbelow set forth) for two one (21) periods period of five (5) years each as hereinafter set forth. Each The option period is sometimes herein referred to as an "Extended the “Extension Term." ” Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(Bi) If Tenant desires to exercise its applicable the option to extend the Term, then Tenant shall give notice (the “Exercise Notice”) to Landlord, not earlier than sixteen twenty-four (1624) months nor later than twelve eighteen (1218) months prior to the expiration of the Lease Term (as it may have been previously extended hereunderpursuant to Section 9 above) exercising such option to extend. Promptly after Landlord’s receipt of Tenant's request for the Exercise Notice, Landlord shall provide Landlord's ’s quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Premises as of the commencement of the Extension Term, which such quotation Landlord to be based upon the then use of the Premises in accordance with the terms of this Lease utilizing properties of a similar character within the Waltham Market (including premises within the Office Park if at the time of such quotation is requested such premises shall deliver to Tenant in writing within fifteen be available for rent (15) business days after receipt of Tenant's request“Landlord’s Rent Quotation”). If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Extension Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty fifteen (3015) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit HE) for the applicable Extended Extension Term, which Broker Determination shall be made in the manner set forth in Exhibit H. E.
(B) (ii) If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Extension Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent as Tesaro Third Amendment (as defined in Exhibit HFINAL3) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermDetermination. If Tenant shall have failed to does not timely request the Broker Determination, then the Annual Fixed Rent for during the applicable Extended Extension Term shall be as set forth in equal to Landlord's original quotation’s Rent Quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) aboveExercise Notice, then this Lease and the Lease Term hereof shall automatically be deemed extended, extended for the applicable Extended Extension Term, without the necessity for the execution of any additional documents, documents (except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20Rent); and in such event all references herein to the Lease Term or the Term term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything herein contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten five (105) years after the expiration of the Original Term hereofhereof pursuant to this Section 10.
Appears in 1 contract
Sources: Lease (TESARO, Inc.)
Extension Option. (A) On Provided that there has been no Event of Default which is uncured and continuing on the conditions (which conditions Landlord may waive by written notice to part of the Tenant) , and that both at Tenant is, as of the time date of exercise of the herein described applicable option to extend and as its rights under this Section 2.6, in occupancy of the commencement of the Extended Term in question at least seventy (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (5070%) of the Rentable Floor Area of Premises for its own business purposes, the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained for one (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth1) for two (2) periods period of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred (the “Extension Term”) on the following terms and conditions:
(a) Such right to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended extend die Term shall be a factor considered exercised by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If giving of notice by Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than Landlord at least twelve (12) months prior to the expiration of the Lease Initial Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request“Extension Notice Deadline Date”). If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of such notice by Tenant to Landlord exercising Tenant's option to extend on or before the Lease Term in accordance with the provisions of Section 8.20(B) aboveExtension Notice Deadline Date, then this Lease and the Lease Term hereof shall automatically be deemed extended, extended for the applicable Extended Termadditional term, as specified above, without the necessity for the execution of any additional documents, documents except that Landlord and Tenant agree to enter into an instrument in writing setting forth a document memorializing the Annual Fixed Rent for the applicable Extended Extension Term to be determined as determined in the relevant manner set forth in below; provided, however, that failure of the parties to execute such a document shall not invalidate the exercise of the extension option. Time shall be of the essence with respect to the Tenant’s giving notice to extend the Term on or before the Extension Notice Deadline Date. In no event may the Tenant extend the Term under this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended 2.6 for more than ten five (105) years after the expiration of the Original Initial Term, unless Landlord and Tenant shall mutually agree to such an extension.
(b) The Extension Term hereofshall be upon all the terms, conditions and provisions of this Lease, except the Annual Fixed Rent during such Extension Term shall be the then Extension Rental Value of the Premises for such Extension Term, to be determined under this Section 2.6.
(c) 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 in die ▇▇▇▇▇▇▇ Square/East Cambridge/Cambridgeport submarkets of a comparable nature and quality similarly improved, taking into account the condition to which such premises have been improved (excluding Removable Alterations) 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 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 as of the last day of the thirty (30) day period referred to above in this Section 2.6, 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 ten (10) 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 then, 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 “Final Professional’s Valuation”), which shall be a selection of either Landlord’s or Tenant’s determination and shall not be a separate valuation. The Final Professional shall give notice of the Final Professional’s Valuation to the Landlord and the Tenant and such decision shall be final and binding upon the Landlord and the Tenant. In the event that the commencement of the 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 Rental at the greater of (i) the rate specified by the Landlord in its proposed Extension Fair Rental Value or (ii) the then applicable Fixed Rental Rate (such greater amount being referred to as the “Interim Rent”). If the Annual Fixed Rent as finally determined for such Extension Term is determined to be greater than the Interim Rent, then the Tenant shall pay to the Landlord the amount of the underpayment for the period from the end of the Initial Term of this Lease until the Extension Rent Determination Date within thirty (30) days of the Extension Rent Determination Date. If the Annual Fixed Rent as finally determined for the Extension Term is determined to be less than the Interim Rent, then the Landlord shall credit the amount of such overpayment against the monthly installments of Annual Fixed Rent coming due after the Extension Rent Determination Date.
Appears in 1 contract
Extension Option. Provided that HemaCare Corporation, a California corporation, has not assigned this Lease or sublet any or all of the Premises other than to an Affiliate (A) On it being intended that all rights pursuant to this provision are and shall be personal to the conditions (which conditions Landlord may waive by written notice to Tenant) that both original Tenant under this Lease and o an Affiliate and shall not be transferable or exercisable for the benefit of any Transferee other than an Affiliate), and provided Tenant is not in default under this Lease at the time of exercise or at any time thereafter until the beginning of such extension of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)Term, Tenant shall have the right option (the “Extension Option”) to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained for one (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth1) for two (2) periods additional consecutive period of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred (the “Extension Period”), by giving written notice to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option Extension Option at least nine (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B9) If Tenant desires to exercise its applicable option to extend the Termmonths, then Tenant shall give notice to Landlord, but not earlier than sixteen (16) months nor later more than twelve (12) months months, prior to the expiration of the Lease initial Term (as it such Term may have been previously automatically extended hereunderpursuant to Section 38 (c) above). The exercise of Tenant's request for Landlord's quotation the Extension Option by Tenant shall be irrevocable and shall cover the entire Premises leased by Tenant pursuant to Tenant this Lease. Upon such exercise, the term of a proposed Annual Fixed Rent the Lease shall automatically be extended for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt Extension Period without the execution of Tenant's request. If at any further instrument by the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), parties; provided that Landlord and Tenant have shall, if requested by either party, execute and acknowledge an instrument confirming the exercise of the Extension Option. The Extension Option shall terminate if not reached agreement on a determination exercised precisely in the manner provided herein. Any extension of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of shall be upon all the terms and conditions set forth in this Lease pursuant to such agreementand all Exhibits thereto, then except that: (i) Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's no further option to extend the Lease Term in accordance with of the provisions of Section 8.20(BLease; (ii) above, then this Lease and Landlord shall not be obligated to contribute funds toward the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution cost of any additional documentsremodeling, except that Landlord renovation, alteration or improvement work in the Premises; and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed (iii) Base Rent for the applicable Extended Term Extension Period shall be the then Fair Market Base Rental (as defined below) for the Premises for the space and term involved, which shall be determined in the relevant manner as set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofbelow.
Appears in 1 contract
Sources: Lease Agreement (Hemacare Corp /Ca/)
Extension Option. Notwithstanding any provision in the Lease to the contrary, the Renewal Option set forth in Section 31 of the Existing Lease shall apply only to the Existing Premises, and Tenant’s exercise thereof shall extend the term of the Lease only with respect to the Existing Premises. Accordingly, notwithstanding any provision in the Lease to the contrary, and without limiting the generality of the preceding sentence, references in Section 31 to the “Premises” shall be replaced with the “Existing Premises”, and references in said Section 31 to the “Building” shall be replaced with “Building B”. In addition to the Renewal Option, subject to the terms and conditions set forth below, Tenant may at its option (Athe “Extension Option”) On extend the Expansion Space Term for one (1) additional five (5) year period (the “Extension Term”). For the avoidance of doubt, the Extension Option set forth in this Section 9 shall apply only to the Expansion Space.
9.1 If Tenant exercises the Extension Option hereunder, all of the terms, covenants and conditions of the Lease with respect to the Expansion Space shall continue in full force and effect during the Extension Term, including provisions regarding payment of Additional Rent, except that (which conditions i) the Base Rent with respect to the Expansion Space payable by Tenant during the Extension Term shall be as determined in accordance with Sections 9.3 and 9.4 below, (ii) Landlord may waive by shall have no obligation to repair, remodel, improve or alter the Expansion Space, to perform any other construction or other work of improvement upon the Expansion Space, or to provide Tenant with any construction or refurbishing allowance whatsoever, and (iii) Tenant shall have no further rights to extend the Expansion Space Term after the expiration of the Extension Term.
9.2 To exercise the Extension Option, Tenant must deliver a written notice to TenantLandlord via certified mail or hand delivery not sooner than three hundred sixty-five (365) that both days nor later than two hundred forty (240) days prior to the then-expiration of the Expansion Space Term. Thereafter, the Base Rent with respect to the Expansion Space for the Extension Term shall be determined pursuant to Sections 9.3 and 9.4 below. Such determination shall be final and shall not be recalculated at the time of exercise actual commencement of the herein described applicable option Extension Term. If Tenant fails to extend and timely give its notice of exercise, Tenant will be deemed to have waived its Extension Option.
9.3 The Base Rent payable by Tenant for the Expansion Space during the Extension Term shall be the Market Rate (as defined below) for the Expansion Space, valued as of the commencement of the Extended Term Extension Term, determined in question (i) there exists no monetary the manner hereinafter provided. As used herein, the term “Market Rate” shall mean the annual amount of Base Rent that a willing tenant would pay, and that a willing landlord would accept, at arm’s length, for space comparable to the Expansion Space within the Project or other material Event comparable office projects in the vicinity of Default the Project (defined in Section 7.1the “Comparison Projects”), based upon binding lease transactions for tenants in the Comparison Projects that, where possible, commence or are to commence within six (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (126) months prior to or within six (6) months after the expiration commencement of the Lease Extension Term (as it may have been previously extended hereunder“Comparison Leases”). Comparison Leases shall include renewal and new non-renewal tenancies, but shall exclude subleases and leases of space subject to another tenant’s expansion rights. Rental rates payable under Comparison Leases shall be adjusted to account for variations between the Lease with respect to the Expansion Space and the Comparison Leases with respect to: (i) the length of Tenant's request the Extension Term compared to the lease term of the Comparison Leases; (ii) rental structure, including, without limitation, rental rates per rentable square foot (including type, gross or net, and if gross, adjusting for Landlord's quotation base year or expense stop), additional rental, escalation provisions, all other payments and escalations; (iii) the size of the Expansion Space compared to Tenant the size of a proposed Annual Fixed Rent the premises of the Comparison Leases; (iv) location, floor levels and efficiencies of the floor(s) for which the determination is being made; (v) free rent, moving expenses and other cash payments, allowances or other monetary concessions affecting the rental rate; (vi) the age and quality of construction of Building A (including compliance with applicable codes on the applicable Extended Termfloors); and (vii) leasehold improvements and/or allowances, which quotation Landlord shall deliver to Tenant including the amounts thereof in writing within fifteen renewal leases, and taking into account, in the case of renewal leases (15) business days after receipt of Tenant's request. If at including the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"Lease), Landlord and Tenant have not reached agreement on a determination the value of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein existing leasehold improvements to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofrenewal tenant.
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Extension Option. (A) On Provided that there has been no Event of Default which is uncured and continuing on the conditions (which conditions Landlord may waive by written notice to part of the Tenant) , and that both at Tenant is, as of the time date of exercise of the herein described applicable option to extend and as its rights under this Section 2.6, in occupancy of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty at least sixty-five percent (5065%) of the Rentable Floor Area of Premises for its own business purposes, the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred (the “Extension Term”) on the following terms and conditions:
(a) Such right to as an "Extended Term." Notwithstanding any implication to extend the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered exercised by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
giving of notice by Tenant to Landlord at least eighteen (B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (1218) months prior to the expiration of the Lease Initial Term or the first Extension Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request“Extension Notice Deadline Date”). If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of such notice by Tenant to Landlord exercising Tenant's option to extend on or before the Lease Term in accordance with the provisions of Section 8.20(B) aboveExtension Notice Deadline Date, then this Lease and the Lease Term hereof shall automatically be deemed extended, extended for the applicable Extended Termadditional term, as specified above, without the necessity for the execution of any additional documents, documents except that Landlord and Tenant agree to enter into an instrument in writing setting forth a document memorializing the Annual Fixed Rent for the applicable Extended Extension Term to be determined as determined in the relevant manner set forth in below; provided, however, that failure of the parties to execute such a document shall not invalidate the exercise of the extension option. Time shall be of the essence with respect to the Tenant’s giving notice to extend the Term on or before the Extension Notice Deadline Date. In no event may the Tenant extend the Term under this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended 2.6 for more than ten (10) years after the expiration of the Original Initial Term, unless Landlord and Tenant shall mutually agree to such an extension.
(b) The Extension Term hereofshall be upon all the terms, conditions and provisions of this Lease, except the Annual Fixed Rent during such Extension Term shall be the then Extension Rental Value of the Premises for such Extension Term, to be determined under this Section 2.6.
(c) 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 in the ▇▇▇▇▇▇▇ Square/East Cambridge/Cambridgeport submarkets of a comparable nature and quality similarly improved, taking into account the condition to which such premises have been improved (excluding Removable Alterations) 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 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 as of the last day of the thirty (30) day period referred to above in this Section 2.6, 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 ten (10) 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 then, 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 “Final Professional’s Valuation”), which shall be a selection of either Landlord’s or Tenant’s determination and shall not be a separate valuation. The Final Professional shall give notice of the Final Professional’s Valuation to the Landlord and the Tenant and such decision shall be final and binding upon the Landlord and the Tenant. In the event that the commencement of the 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 Rental at the greater of (i) the rate specified by the Landlord in its proposed Extension Fair Rental Value or (ii) the then applicable Fixed Rental Rate (such greater amount being referred to as the “Interim Rent”). If the Annual Fixed Rent as finally determined for such Extension Term is determined to be greater than the Interim Rent, then the Tenant shall pay to the Landlord the amount of the underpayment for the period from the end of the Initial Term of this Lease until the Extension Rent Determination Date within thirty (30) days of the Extension Rent Determination Date. If the Annual Fixed Rent as finally determined for the Extension Term is determined to be less than the Interim Rent, then the Landlord shall credit the amount of such overpayment against the monthly installments of Annual Fixed Rent coming due after the Extension Rent Determination Date.
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Extension Option. Provided that Scientific Learning Corporation has not assigned this Lease or sublet any or all of the Premises (A) On it being intended that all rights pursuant to this provision are and shall be personal to the conditions (which conditions Landlord may waive by written notice original Tenant under this Lease and shall not be transferable or exercisable for the benefit of any Transferee, except for Transfers to Tenant) that both Affiliates permitted under Section 14.9), and provided Tenant is not in default beyond any applicable cure period under this Lease at the time of exercise or at any time thereafter until the beginning of any such extension of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)Term, Tenant shall have the right option (the "EXTENSION OPTION") to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained for one (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth1) for two (2) periods additional consecutive period of five (5) years (each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication EXTENSION PERIOD"), by giving written notice to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option Extension Option at least nine (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B9) If Tenant desires to exercise its applicable option to extend the Termmonths, then Tenant shall give notice to Landlord, but not earlier than sixteen (16) months nor later more than twelve (12) months months, prior to the expiration of the initial Term. The exercise of any Extension Option by Tenant shall be irrevocable and shall cover the entire Premises leased by Tenant pursuant to this Lease. Upon such exercise, the term of the Lease Term (as it may have been previously shall automatically be extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt Extension Period without the execution of Tenant's request. If at any further instrument by the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), parties; provided that Landlord and Tenant shall, if requested by either party, execute and acknowledge an 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 the terms and conditions set forth in this Lease and all Exhibits thereto, except that: (i) Tenant shall have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending no further option to extend the Term of this Lease pursuant the Lease, other than as specifically set forth herein; (ii) Landlord shall not be obligated to contribute funds toward the cost of any remodeling, renovation, alteration or improvement work in the Premises; and (iii) Base Rent for any such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination Extension Period shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing then Fair Market Rent Base Rental (as defined in Exhibit Hbelow) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term Premises for the space and term involved, which shall be determined as set forth in Landlord's original quotationbelow.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof
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Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and So long as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and subject to the Conditions (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or as hereinafter defined), which Landlord may waive, in its discretion, at any occupancy permitted under Section 5.6.6 hereof)time, but only by notice to Tenant, Tenant shall have the right to extend the Term hereof upon all of this Lease for one (1) additional period (the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth“Option Term”) for two (2) periods of five (5) years each as hereinafter set forthyears. Each option period is sometimes herein referred to as an "Extended The Option Term shall commence on the day succeeding the expiration of the initial Term." Notwithstanding any implication , and shall end on the day immediately preceding the fifth (5th) anniversary of the commencement of the Option Term. All of the terms, covenants and provisions of this Lease applicable immediately prior to the contrary Landlord has no obligation to make any additional payment to Tenant in respect expiration of any construction allowance or the like or to perform any work initial Term shall apply to the Premises as a result of Option Term except that (i) the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord Annual Fixed Rent for the Extended Option Term shall be a factor considered the Market Rate (as hereinafter defined) for the Premises determined as of the commencement of such Option Term, as designated by all parties in determining Landlord by written notice to Tenant (“Landlord’s Notice”), but subject to Tenant’s right to dispute as hereinafter provided; and (ii) Tenant shall have no further right to extend the Prevailing Market Rent under Term of this Section 8.20 and Exhibit H).
(B) Lease beyond the Option Term hereinabove provided. If Tenant desires shall elect to exercise the aforesaid option, it shall do so by giving Landlord notice of its applicable election (the “Election Notice”) not later than twelve (12) months, nor sooner than eighteen (18) months, prior to the expiration of the initial Term. If Tenant fails to give any such Election Notice to Landlord timely or the Conditions are neither satisfied nor waived by Landlord, the Term of this Lease shall automatically terminate no later than the end of the initial Term, and Tenant shall have no further option to extend the TermTerm of this Lease, it being agreed
2.3.3.1 As used in this Section 2.3, “Market Rate” shall mean a fair market fixed rent (which may include periodic adjustments) for the Premises for the Option Term commensurate with the fixed annual rents then being charged in other comparable office buildings located in San Jose, California, for premises of a similar size and quality of build-out to the Premises under lease renewals for a similar term, taking into account all relevant factors, including, without limitation, applicable market concessions (if any), the fact that Tenant is taking the Premises for the Option Term in “as is” condition and Landlord will not be providing an improvement allowance or an abated rent period in connection therewith. If Tenant disagrees with Landlord’s designation of the Market Rate, then Tenant shall give notice thereof to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant’s receipt of Landlord’s Notice (failure to provide such notice of disagreement within such 30-day period constituting acceptance by Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be Rate as set forth in Landlord's original quotation.
’s Notice); and if the parties cannot agree upon the Market Rate by the date that is forty-five (C45) Upon days following Landlord’s Notice, then the giving Market Rate shall be submitted to appraisal as follows: Within fifteen (15) days after the expiration of such forty-five (45) day period, Landlord and Tenant shall each give notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term other specifying the name and address of the appraiser each has chosen. The two appraisers so chosen shall meet within ten (10) days after the second appraiser is appointed and if, within twenty (20) days after the second appraiser is appointed, the two appraisers shall not agree upon a determination of the Market Rate in accordance with the following provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; 2.3 they shall together appoint a third appraiser. If only one appraiser shall be chosen whose name and in such event all references herein address shall have been given to the Lease Term or the Term of this Lease other party within such fifteen (15) day period and who shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and furtherqualifications hereinafter set forth, Tenant that sole appraiser shall not render the decision which would otherwise have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofbeen made as hereinabove provided.
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Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question Provided
(i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) that this Lease is still shall be in full force and effect; (ii) that BTRL Contracts and Services, Inc. (or a permitted assignee of Tenant [which is a related party to Tenant] pursuant to the provisions of Section 15 hereof) shall be the tenant hereunder; and (iii) that Tenant has shall not sublet more than fifty percent (50%) be in default under any of the Rentable Floor Area terms, provisions, covenants or condition of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)this Lease, then, and only in such event, Tenant shall have the right right, at Tenant's sole option, to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) term of this Lease for two (2) additional periods of five (5) years each as hereinafter set forth("Extension Terms"). Each such extension option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to shall be exercisable by Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result giving written notice of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable extension option to extend the Term, then Tenant shall give notice to Landlord, not earlier Landlord no sooner than sixteen three hundred sixty-five (16365) months nor days and no later than twelve one hundred eighty (12180) months days prior to the expiration date of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Termthen-current term; provided, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period")however, Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If event Tenant timely fails to exercise any option to extend during the aforesaid period such extension option shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended become null and void and all rights with respect thereto and with respect to any subsequent extension option shall become null and void and all rights with respect thereto and with respect to any subsequent extension option shall automatically terminate and expire. Each Extension Term shall be upon the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determinationsame terms, then the Annual Fixed Rent for the applicable Extended Term shall be covenants and conditions as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance herein with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring respect to the Lease Term, except that Minimum Annual Rent payable during each Lease Year of each Extension Term shall be computed in the following manner. On the first day of the first Lease Year of the first Extension Term, and on the first day of each Lease Year thereafter during the remainder of the first Extension Term and during the Second Extension Term, the Minimum Annual Rent (then in effect) shall be adjusted by one hundred percent (100%) of any change in the Index now known as so extended"United States Bureau of Labor Statistics, unless Consumer Price Index for All Urban Consumers, All Items (1982-1984=100)" ("Index"), provided, however, that the context clearly otherwise requiresamount of Minimum Annual Rent payable by Tenant during any Lease Year of an Extension Term pursuant to this provision shall not be less than one hundred three percent (103%) of the Minimum Annual Rent paid during the previous Lease Year. Notwithstanding anything contained herein Subject to the contraryforegoing, each such adjustment shall be accomplished (and shall be effective for the entire then- operative Lease Year) by adding to the Minimum Annual Rent (then in effect) the amount created by multiplying the Minimum Annual Rent then in effect by the amount created by subtracting one (1) from a fraction, the numerator of which shall be the most recently published monthly Index figure prior to the date of the adjustment, and the denominator of which shall be the published monthly Index figure for the same month of the previous year. Landlord shall give Tenant written notice of each such adjustment and the amount of Minimum Annual Rent payable during the forthcoming Lease Year. Should said Index cease to be published, then the closest similar published Index by an agency of the United States Government shall be substituted. Should there be no event shall Tenant have such substitute, then the right parties hereto shall, under rules of the American Arbitration Association, agree to exercise more than one a substitute formula, or source, designed to accomplish the same original purpose of this provision. This extension option at a time is personal to Tenant, and further, Tenant shall not have the right be available to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall any other subtenant or assignee of the Lease Term hereof be extended for more (other than ten (10) years after a party which is related to Tenant), regardless of whether such sublease or assignment was approved by Landlord in the expiration of the Original Term hereofmanner described herein.
Appears in 1 contract
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both So long as at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) Option Notice there exists no monetary Default of Tenant (or other material Event of Default (defined Landlord shall have waived such condition in Section 7.1its sole discretion), (ii) this Lease is still in full force and effect, and the named Tenant as set forth in Section 1.1 (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)successor by merger) and/or any Affiliate shall actually occupy the entire Premises, Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained term of this Lease for one (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth1) for two (2) periods additional period of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "(the “Extended Term." Notwithstanding any implication ”). The Extended Term shall commence on the day succeeding the expiration of the Original Term and shall end on the day immediately preceding the fifth anniversary of the commencement of the Extended Term. All of the terms, covenants and provisions of this Lease applicable immediately prior to the contrary Landlord has no obligation to make any additional payment to Tenant in respect expiration of any construction allowance or the like or to perform any work Original Term shall apply to the Premises as a result of Extended Term except that (i) the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord Annual Fixed Rent for the Extended Term shall be a factor considered the Market Rate (as hereinafter defined) for the Premises determined as of the commencement of the Extended Term, as designated by all parties in determining the Prevailing Market Rent under this Section 8.20 Landlord by notice to Tenant (“Landlord’s Notice”), but subject to Tenant’s right to dispute as hereinafter provided, and Exhibit H).
(Bii) If Tenant desires to exercise its applicable option shall have no further right to extend the Term, then term of this Lease beyond the Extended Term hereinabove provided. If Tenant shall give elect to exercise the aforesaid option, it shall do so by giving Landlord notice to Landlordof its election (the “Option Notice”) not later than nine (9) months, not earlier than sixteen (16) months nor later sooner than twelve (12) months months, prior to the expiration of the Lease Term (as it may have been previously extended hereunder) Original Term. Such Option Notice shall request Landlord’s determination of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing Market Rate within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after and shall apply to the date when entire Premises and shall be unconditional and irrevocable by Tenant receives except as hereinafter provided. If Tenant fails to give the Option Notice to Landlord's quotation of , the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term term of this Lease pursuant to such agreementshall automatically terminate no later than the end of the Original Term, then and Tenant shall have no further option to extend the rightterm of this Lease, for thirty (30) days following the expiration it being agreed that time is of the Negotiation Period, essence with respect to make a request to Landlord for a broker determination (the "Broker Determination") giving of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermOption Notice. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with term hereof pursuant to the provisions of this Section 8.20(B) above2.3, then this Lease and the Lease Term hereof such extension shall be automatically be deemed extended, for the applicable Extended Term, effected without the necessity for the execution of any additional documents, except that but Landlord and Tenant agree shall, at the request of either, execute an amendment to enter into an instrument this Lease, in writing setting forth a commercially reasonable form prepared by Landlord, confirming such extension of the term and the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof.
Appears in 1 contract
Sources: Lease Agreement (Dexcom Inc)
Extension Option. (A) On Subject to the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time provisions of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question this SECTION 5, Borrower shall have (i) there exists the option (the "FIRST EXTENSION OPTION"), by irrevocable written notice (an "EXTENSION NOTICE") delivered to Lender no monetary or other material Event of Default later thirty (defined in Section 7.130) days prior to the Initial Maturity Date, to extend the Initial Maturity Date to June 9, 2005 (the "FIRST EXTENDED MATURITY DATE"), (ii) this Lease is still in full force and effectthe option (the "SECOND EXTENSION OPTION"), by delivering to Lender an Extension Notice no later thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to June 9, 2006 (the "SECOND EXTENDED MATURITY DATE"), and (iii) Tenant has not sublet more than fifty percent the option (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof"THIRD EXTENSION OPTION"), Tenant shall have the right by delivering to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as Lender an "Extended Term." Notwithstanding any implication to the contrary Landlord has Extension Notice no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after prior to the date when Tenant receives Landlord's quotation of Second Extended Maturity Date, to extend the proposed Annual Fixed Rent as aforesaid Second Extended Maturity Date to June 9, 2007 (the "Negotiation PeriodTHIRD EXTENDED MATURITY DATE"), Landlord and Tenant have not reached agreement on a determination ) . Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of an Annual Fixed Rent for the following conditions precedent as of the delivery of the applicable Extended Term Extension Notice and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration as of the Negotiation PeriodInitial Maturity Date, to make a request to Landlord for a broker determination (the "Broker Determination") of First Extended Maturity Date or the Prevailing Market Rent (Second Extended Maturity Date, as defined in Exhibit H) for the applicable Extended Termcase may be, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant extension hereunder:
i. no Monetary Default or Event of Default shall have failed occurred and be continuing under the Loan Documents, the Bond Documents, the Financial Agreement, the Redevelopment Agreement and/or the Special Assessment Agreement, provided, however, that any failure by the Guarantor to timely request fund its obligations under the Broker DeterminationFranchise Assessment Guaranty (as such term is defined in the Redevelopment Agreement) shall not be deemed to be an Event of Default under the Redevelopment Agreement for purposes of this SECTION 5, then and provided, further however, that with respect to the Annual Fixed Rent Redevelopment Agreement only as such defaults (i) relate to the Property, or (ii) relate to the Power Center Site and materially and adversely affect the Property;
ii. Borrower shall obtain and deliver to Lender not later than one (1) Business Day prior to the Initial Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty which Replacement Interest Rate Cap Agreement(s) shall be effective for the applicable period commencing on the day immediately following the Initial Maturity Date, the First Extended Term Maturity Date or the Second Extended Maturity Date, as the case may be and ending on the last day of the Interest Period during the month in which the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, occurs;
iii. Borrower shall be as set forth in Landlord's original quotation.deliver a Counterparty Opinion with respect to the Replacement Interest Rate Agreement and the related Acknowledgment;
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance iv. Simultaneously with the provisions delivery of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein Extension Notice with respect to the Lease Term Second Extension Option or the Term of this Lease shall be construed as referring to the Lease TermThird Extension Option, as so extendedthe case may be, unless Borrower shall pay to Lender the context clearly otherwise requires. Notwithstanding anything contained herein to the contraryExtension Fee, provided, however, that in no event shall Tenant have the right to an Extension Fee be payable in connection with Borrower's exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofFirst Extension Option;
v. Borrower shall obtain an Extension Letter of Credit pursuant to SECTION 16.7 of the Loan Agreement;
vi. the Property shall have a loan-to-value ratio ("LTV") of no greater than 70% based upon the appraised value of the Property as determined by an Independent third-party MAI appraiser approved by Lender in its sole discretion in a new FIRREA appraisal which shall be commissioned by Borrower forty-five (45) days prior to delivery of the Extension Notice and delivered no later than fifteen (15) days prior to delivery of the Extension Notice; and
vii. the Net Operating Income shall be equal to or greater than 95% of $19,246,615.
Appears in 1 contract
Sources: Note (Glimcher Realty Trust)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) If this Lease is still shall then be in full force and effect, effect and (iii) if Tenant has not sublet more than fifty percent (50%) shall have fully performed all of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)its terms and conditions, Tenant shall have the right option to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained this Lease for one (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth1) for two (2) periods additional term of five (5) years each as hereinafter set forth. Each (“Extension Term”), provided that: (i) written notice exercising such option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication delivered to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work not more than seven hundred twenty (720) days and not less than five hundred forty (540) days prior to the Premises as a result Expiration Date and (ii) no Event of Default shall exist at the time of giving the notice and the commencement of the exercise by Tenant Extension Term and (iii) the original Tenant, named herein (or a Permitted Transferee) is occupying the Premises both at the time of any giving the notice and at the time of commencement of the Extension Term. All of the provisions of this Lease shall pertain to such option Extension Term, except that (although a) the absence of any construction or other refurbishment allowance from Landlord Basic Rent provided for the Extended Term in Section 2.3 shall be a factor considered by all parties in determining increased pursuant to the Prevailing Market Rent under this Section 8.20 procedure set forth below and Exhibit H).
(Bb) If Tenant desires to exercise its applicable option there shall be no further options to extend the Term, then Tenant . Upon commencement of the Extension Term Landlord shall give notice not be obligated to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior make or pay for any improvements to the expiration Premises nor pay any inducement payments of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's requestany kind or nature. If at the expiration of Within thirty (30) days after of receipt of Tenant's notice exercising its option for the date when Tenant receives Landlord's quotation Extension Term, Landlord shall propose the Basic Rent for each year of the proposed Annual Fixed Rent as aforesaid Extension Term at an amount comparable to the base or minimum rent then currently being attained for renewal tenants in similar buildings in Allegheny County and having due regard for the size, location and use of the Premises and amenities provided (the "Negotiation Period"“Fair Market Rent”); provided, further, that the annual Basic Rent for each year of the Extension Term shall in no event be less than one hundred two percent of the rent in effect for the immediately preceding year. Tenant shall have a period of ten (10) days from receipt of Landlord’s notice to either accept Landlord’s proposed Fair Market Rent or to make a counter-proposal. In the event that Tenant counter-proposes and Landlord and Tenant have do not reached reach agreement on a determination of upon an Annual Fixed acceptable Fair Market Rent within ten (10) days thereafter, the Fair Market Rent for each year of the applicable Extended Extension Term and executed a written instrument extending shall be resolved through arbitration as provided below. In the event Tenant exercises its option to extend the term as provided herein, the Expiration Date shall then be that date which is the last day of the Extension Term. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease pursuant Lease, time being of the essence of the foregoing provisions. If the parties are unable to such agreementreach agreement on Fair Market Rent during the period specified above, then Tenant the determination of Fair Market Rent shall be submitted to arbitration as set forth herein. The Fair Market Rent shall be determined by impartial arbitrators, one to be chosen by Landlord, one to be chosen by Tenant, and a third to be selected, if necessary, as below provided. Within ten (10) days after the expiration of the ten (10) day period referenced in the preceding paragraph, the parties shall each notify the other of the name and address of their designated arbitrator. The arbitrator shall be a commercial real estate broker or appraiser with at least ten (10) years of experience with commercial rental rates in greater Pittsburgh, Pennsylvania area. If one party fails to notify the other of the appointment of its arbitrator, within or by the time above specified, then the arbitrator which has been so appointed shall be the sole arbitrator to determine the issue. The unanimous written decision of the two arbitrators first chosen or the written decision of the third arbitrator chosen and selected as provided below, shall be conclusive and binding upon Landlord and Tenant. If the two (2) arbitrators are not able to reach a unanimous determination of Fair Market Rent within ten (10) business days after appointment, the arbitrators themselves, shall jointly appoint a third arbitrator, who shall be a competent and impartial person with qualifications similar to those required of the first two arbitrators. The role of the third arbitrator shall be to select which of the two proposed resolutions most closely approximates his or her determination of Fair Market Rent. The third arbitrator shall have no right to propose a middle ground or any modification of either of the righttwo proposed resolutions. The third arbitrator shall issue its decision within ten (10) business days after appointment. Each party shall pay the fees of the arbitrator selected by it, for and if a third arbitrator is selected as provided above, each party shall pay one-half of the fees of said third arbitrator. The arbitrators shall advise the parties of their determination at least thirty (30) days following prior to the expiration commencement of the Negotiation Periodapplicable Extension Term. If the dispute between the parties as to a Fair Market Rent has not been resolved before the commencement of Tenant’s obligation to pay rent based upon such Fair Market Rent, to make a request to Landlord for a broker determination (then Tenant shall pay Basic Rent and other charges under the "Broker Determination") Lease in respect of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made Premises in the manner set forth in Exhibit H. If Tenant timely shall have requested amounts which were applicable to the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If the applicable Extension Term until either the agreement of the parties as to the Fair Market Rent designated by Landlord, or the decision of the arbitrators, as the case may be, at which time Tenant shall have failed pay any underpayment of Basic Rent and other charges to timely Landlord. When the Fair Market Rent has been determined, each party shall at the request of the Broker Determinationother, then execute a certificate confirming the Annual Fixed Fair Market Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term it is determined in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofSection.
Appears in 1 contract
Extension Option. (A) On Upon the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise satisfaction of the herein described applicable option to extend terms and as of the commencement of the Extended Term conditions set forth in question (i) there exists no monetary or other material Event of Default (defined in this Section 7.1)2.7.1, (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant Borrower shall have the right option (the “Extension Option”) to extend the Term hereof upon all Stated Maturity Date and the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result term of the exercise by Tenant Loan for one (1) term of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior (the “Extension Period”) to March 6, 2018 (the expiration “Extended Maturity Date”):
(a) No Event of Default shall have occurred and then be continuing;
(b) Lender shall have received from Borrower all sums then due and payable under the Loan Documents, including all payments of (or reimbursement of Lender for) any reasonable out of pocket miscellaneous fees or expenses (including, without limitation, any “protective advances” made by Lender in respect of the Lease Term Loan);
(c) Borrower shall notify Lender, in writing, of its irrevocable election to extend the Maturity Date as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of aforesaid not later than thirty (30) days after prior to the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period")Stated Maturity Date, Landlord and Tenant have not reached agreement on a determination which notice shall be accompanied by payment to Lender of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term extension fee equal to one quarter of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five one percent (950.25%) of the Prevailing Market Rent Outstanding Principal Balance;
(d) The Debt Service Coverage Ratio as defined of the date of commencement of the Extension Period shall be no less than 1.60:1.00;
(e) The Loan-to-Value Ratio as of the date of commencement of the Extension Period shall be no greater than sixty-eight percent (68%);
(f) The Reserve Accounts, including, without limitation, the PIP Reserve Account, shall be funded by Borrowers in Exhibit Hamounts reasonably required by Lender, including, without limitation, (i) amounts estimated by Lender as determined sufficient to pay all costs for which the Reserve Funds were originally established, and (ii) any estimated or outstanding costs of completing all PIP Alterations and other expenditures required under any existing PIP Plans or other property improvement plans approved by Lender in accordance with the Broker Determination terms hereof, in the case of each of (i) and (ii), through the Extended Maturity Date;
(g) Guarantors shall execute and deliver a reaffirmation, in form and substance reasonably satisfactory to Lender, of Guarantors’ respective obligations under each of the Loan Documents executed and delivered by them;
(h) If the Interest Rate Protection Trigger Date has occurred prior to the Stated Maturity Date, then on or prior to Stated Maturity Date, Borrower shall either (i) extend the term of the then-existing Interest Rate Protection Agreement until the Extended Maturity Date or (bii) enter into a new Interest Rate Protection agreement which expires no earlier than the Annual Fixed Rent in effect during Extended Maturity Date, which extension or new agreement is on the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be same terms as set forth in Landlord's original quotationSection 2.8.1, has the effect of capping LIBOR at three percent (3.0%) per annum through the Extended Maturity Date, has a notional amount equal to the Outstanding Principal Balance as of the stated Maturity Date, includes a consent or acknowledgement by the counterparty as described in Section 2.8.1, and is assigned to Lender pursuant to an Assignment of Interest Rate Protection Agreement as described in Section 2.8.1;
(i) Borrowers provide an estoppel certificate or so-called “good standing letter” executed by each Franchisor under each Franchise Agreement not earlier than sixty (60) days prior to commencement of the Extension Period, in form and substance reasonably satisfactory to Lender, identifying the applicable Franchise Agreement and any amendments thereto, confirming that the applicable Borrower is not in default of any material obligation under the applicable Franchise Agreement, confirming the status of any PIP and PIP Work, and confirming that the applicable Franchise Agreement is in full force and effect (provided, however, that any outstanding franchisor notice relating to any guest satisfaction or similar program shall not be considered a default of a material obligation unless the condition resulting in such notice constitutes a breach or default by Borrower that, with the passage of time and/or delivery of notice, permits Franchisor to terminate or cancel the Franchise Agreement);
(j) Borrowers shall deliver to Lender an Officer’s Certificate stating that all representations and warranties of Borrowers set forth in Article 3 remain true and correct, subject to any changes in facts or circumstances permitted to have occurred, or not prohibited from having occurred, pursuant to the terms of the Loan Documents (in which case such change of facts and circumstances shall be set forth in such Officer’s Certificate with reference to the applicable representation(s) and warranty(ies)) or setting forth any exceptions to such representations and warranties, which exceptions shall be satisfactory to Lender;
(k) The absence of any Governmental Matter which, in Lender’s reasonable business judgment exercised in good faith, could reasonably be likely to (i) result in a Material Adverse Effect or (ii) subject Lender to material reputational risk; provided, however, (A) Borrower may satisfy this condition notwithstanding the existence of a Governmental Matter if, prior to the commencement of the Extension Period, Borrower, Guarantor, Affiliated Manager, any of their respective external corporate advisors (including AR Capital, LLC) or any of their respective Affiliates, as applicable, acts to suspend, remove or otherwise terminate the power to control Borrower or Guarantor, directly or indirectly, of the Person(s) subject to such Governmental Matter, and Lender determines in its reasonable business judgment exercised in good faith that such suspension, removal or termination will prevent any of the circumstances set forth in clauses (i) and (ii) above from occurring; and (B) the condition in this clause (k) shall not apply if a Permitted Common Equity Buyout Event has occurred prior to the Stated Maturity Date.
(Cl) Upon the giving Borrowers shall deliver to Lender such other certificates, documents or instruments as Lender may reasonably require; and
(m) Reimbursement to Lender of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term all of its out-of-pocket costs, including attorneys’ fees, incurred in accordance connection with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to Borrowers’ exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofExtension Option.
Appears in 1 contract
Sources: Loan Agreement (American Realty Capital Hospitality Trust, Inc.)
Extension Option. Upon the satisfaction of the terms and conditions set forth in this Section 2.8.1, Borrower shall have the option (Athe “Extension Option”) On to extend the conditions term of the Loan beyond the Stated Maturity Date for two (2) terms of six (6) months each (each an “Extension Period”) to August 28, 2022 (the “Extended Maturity Date”):
(a) No Event of Default shall have occurred and be continuing;
(b) Lender shall have received from Borrower all sums then due and payable under the Loan Documents, including all payments of (or reimbursement of Lender for) any reasonable out of pocket miscellaneous fees or expenses (including, without limitation, any “protective advances” made by Lender in respect of the Loan);
(c) Borrower shall notify Lender, in writing, of its irrevocable election to extend the Maturity Date as aforesaid at lease thirty (30) but not more than ninety (90) days prior to the Stated Maturity Date, which notice shall be accompanied by a payment to the Lender of extension points in an amount of two percent (2%) of the then outstanding and unpaid principal amount under this Agreement (which conditions Landlord may waive shall be nonrefundable and deemed earned upon receipt by written notice to TenantLender);
(d) that both at Upon election of an Extension Option, the time Interest Rate shall increase by two percent (2%) effective on the Stated Maturity Date from the term of exercise each Extension Option;
(e) Lender shall, in its sole and absolute discretion, be satisfied with the operation and performance of the herein described Property for which this Agreement and related documents are based upon;
(f) The Reserve Funds, as specified in Article VII, shall contain the amount required under this Agreement as of the date of commencement of the Extension Period, and Borrower shall deposit such additional amount into any of the Reserve Fund Accounts, or such additional reserve accounts, as Lender may require;
(g) Guarantors shall execute and deliver a reaffirmation, in form and substance satisfactory to Lender, of Guarantors’ respective obligations under each of the Loan Documents executed and delivered by them;
(h) Borrower shall deliver to Lender an Officer’s Certificate stating that all representations and warranties of Borrower set forth in Article IV remain true and correct, subject to any changes in facts or circumstances permitted to have occurred, or not prohibited from having occurred, pursuant to the terms of the Loan Documents (in which case such change of facts and circumstances shall be set forth in such Officer’s Certificate with reference to the applicable option representation(s) and warranty(ies)) or setting forth any exceptions to extend such representations and warranties, which exceptions shall be satisfactory to Lender;
(i) Borrower shall deliver to Lender such other certificates, documents or instruments as Lender may reasonably require, including, without limitation, a certification of the continued accuracy in all material respects of the representations and warranties set forth in Article III as of the commencement of the Extended Term Extension Period; and
(j) Borrower must pay Lender’s legal fees and expenses, if any, in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of connection with the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit Hextension(s).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof
Appears in 1 contract
Sources: Commercial Loan Agreement (Red Oak Capital Fund IV, LLC)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default and there have been no more than two (defined in Section 7.1)2) Events of Default during the Term, (ii) this the Lease is still in full force and effect, and (iii) Tenant has not neither assigned the Lease nor sublet more than fifty percent (50%) of the Rentable Floor Area any portion of the Premises (except for a an assignment or subletting permitted without Landlord's ’s consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof12.2 of the Original Lease), Tenant shall have the right to extend the Term hereof of the Lease upon all the same terms, conditions, covenants and agreements herein contained in the Lease (except for the Annual Fixed Rent which shall be adjusted during the option periods period as hereinbelow set forthforth and except that there shall be no further option to extend) for two (2) periods of five (5) years each as hereinafter set forth. Each such option period is sometimes herein referred to as an "“Extended Term." Notwithstanding ” A relevant factor in determining Prevailing Market Rent with respect to any implication to the contrary Extended Term shall be whether Landlord has no obligation agreed to make provide any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise (it being understood that Landlord shall have no obligation to do so, but no such construction allowance being provided to Tenant and/or work being performed by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall would each be a factor considered by all parties relevant factors in determining the Prevailing Market Rent under this Section 8.20 and Exhibit Hfor such Extended Term).
(B) If Tenant desires to exercise its applicable an option to extend the Term, then Tenant shall give notice (“Extension Exercise Notice”) to Landlord, Landlord not earlier than sixteen (16) months nor later than twelve fifteen (1215) months prior to the expiration of the then-current Term of the Lease Term (as it may have been previously extended hereunderextended) exercising such option to extend. Promptly after Landlord’s receipt of Tenant's request for the Extension Exercise Notice, Landlord shall provide Landlord's ’s quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended TermTerm (“Landlord’s Rent Quotation”); provided, which quotation however, in no event shall Landlord shall deliver be obligated to Tenant in writing within fifteen provide Landlord’s Rent Quotation more than fourteen (1514) business days after receipt months prior to the expiration of Tenant's requestthe then Term of the Lease (as it may have been previously extended). If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable such Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit HC attached hereto) for the applicable such Extended Term, which Broker Determination shall be made in the manner set forth in said Exhibit H. C. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable such Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If (i) Landlord and Tenant shall have failed not reached agreement on a determination of an Annual Rent for such extended Term and executed a written instrument extending the Term pursuant to such agreement during the Negotiation Period and (ii) Tenant does not timely request the Broker Determination, then the Annual Fixed Rent for during the applicable Extended Term shall be as set forth equal to the greater of (a) Landlord’s Rent Quotation or (b) the Annual Fixed Rent in Landlord's original quotationeffect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term.
(C) Upon the giving of notice the Extension Exercise Notice by Tenant to Landlord exercising Tenant's ’s applicable option to extend the Lease Term in accordance with the provisions of Section 8.20(B7(B) above, then this Lease and the Term of the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.207; and in such event all references herein to the Lease Term or the Term of this the Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires, and except that there shall be no further options to extend the Lease Term in addition to the options described herein. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and and, further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, option and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Additional Term (as defined in Section 1 above). Except as set forth in this Section 7, Tenant shall have no further right or option to extend the Term of the Lease, it being agree that Section 3.2 of the Original Term hereofLease and Exhibit G to the Original Lease are each hereby deleted and of no further force or effect.
Appears in 1 contract
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant Borrower shall have the right to extend the Term hereof upon all the same termsMaturity Date to July 15, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid 2003 (the "Negotiation Extension Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for subject to the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of conditions that:
(a) ninety-five percent Borrower shall have notified Agent in writing of its exercise of such extension on or before January 31, 2002;
(95%b) on the date of such written notice and on the date of commencement of the Prevailing Market Rent Extension Period, there shall exist no Event of Default and Borrower shall have submitted to Agent a statement certifying that no event has occurred which with the passage of time or giving of notice, or both, would constitute an Event of Default;
(c) such written notice given pursuant to clause (a) above shall be accompanied by a fee in the amount of $10,000;
(d) at or before the commencement of the Extension Period, Borrower shall deliver to Agent evidence satisfactory to Agent that the operation of the Project has achieved a Cash Flow Coverage of at least 1.05 to 1.0 for the months of October, November and December, 2001; and
(e) upon such extension, Borrower and CSLC shall have executed such documents as defined Agent deems reasonably appropriate to evidence such extension and shall have delivered to Agent an endorsement to the mortgagee policy of title insurance insuring the lien of the Mortgage, stating that the coverage of such policy has not been reduced or terminated by virtue of such extension.
(h) Exhibit E attached to the Agreement is deleted and Exhibit E attached hereto is substituted in Exhibit Hlieu thereof.
5. This Agreement constitutes a Loan Document.
6. A false or misleading representation by Guarantor in the Consent to Guarantor attached hereto shall constitute an immediate Event of Default.
7. Bank One, NA is the sole Lender under the Loan Agreement. Accordingly, the terms Lender and Agent may be used interchangeably.
8. Borrower hereby represents and warrants that (a) as determined by Borrower is duly organized and legally existing under the Broker Determination or laws of the State of Texas; (b) the Annual Fixed Rent execution and delivery of, and performance under this Agreement are within Borrower's power and authority without the joinder or consent of any other party and have been duly authorized by all requisite corporate action and are not in effect during contravention of law or the last twelve powers of Borrower's organizational documents; (12c) month period this Agreement constitutes the legal, valid and binding obligations of Borrower enforceable in accordance with its terms, subject to laws regarding creditor's rights and general principles of equity; and (d) the Lease Term immediately prior execution and delivery of this Agreement by Borrower do not contravene, result in a breach of or constitute a default under any deed of trust, loan agreement, indenture or other contract, agreement or undertaking to which Borrower is a party or by which Borrower or any of its properties may be bound (nor would such Extended Term. If Tenant shall have failed to timely request execution and delivery constitute such a default with the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon passage of time or the giving of notice or both) and do not violate or contravene any law, order, decree, rule or regulation to which Borrower is subject.
9. Borrower or Lender, upon request from the other party, agrees to execute such other and further documents as may be reasonably necessary or appropriate to consummate the transactions contemplated herein or to perfect the liens and security interests intended to secure the payment of the Obligations.
10. Except as provided herein, the terms and provisions of the Loan Documents shall remain unchanged and shall remain in full force and effect. Any modification herein of the Loan Documents, shall in no way affect the security of the Loan Documents for the payment of the Obligations. The Loan Documents as modified and amended hereby are hereby ratified and confirmed in all respects. All references to the Loan Agreement in the Loan Documents shall hereafter refer to the Loan Agreement as modified by Tenant this Agreement.
11. Borrower hereby acknowledges that the liens, security interests and assignments created and evidenced by the Loan Documents are valid and subsisting and further acknowledges and agrees that there are no offsets, claims or defenses to Landlord exercising Tenant's option to extend the Lease Term in accordance Obligations or any Loan Documents.
12. Contemporaneously with the provisions of Section 8.20(B) aboveexecution and delivery hereof, then this Lease Borrower shall pay, or cause to be paid, all reasonable costs and expenses incident to the preparation hereof and the Lease Term hereof shall automatically be deemed extendedconsummation of the transactions specified herein, including, without limitation, fees and expenses of legal counsel to Agent and the Lenders.
13. Borrower hereby releases, remises, acquits and forever discharges Lenders and Agent, together with their employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, successors and assigns, subsidiary corporations, parent corporations, and related corporate divisions (all of the foregoing hereinafter called the "Released Parties"), from any and all actions and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter accruing, for the applicable Extended Term, without the necessity for the execution or because of any additional documentsmatter or things done, except that Landlord omitted or suffered to be done by any of the Released Parties prior to and Tenant agree to enter into an instrument in writing setting forth including the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; date hereof, and in any way directly or indirectly arising out of or in any way connected to this Agreement, the Loan Agreement or any other Loan Document, or any of the transactions associated therewith, including specifically but not limited to claims of usury.
14. This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All such event all references herein to the Lease Term or the Term of this Lease counterparts shall be construed as referring together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart.
15. If any covenant, condition, or provision herein contained is held to be invalid by final judgment of any court of competent jurisdiction, the invalidity of such covenant, condition, or provision shall not in any way affect any other covenant, condition or provision herein contained.
16. It is expressly agreed by the parties hereto that time is of the essence with respect to this Agreement.
17. The parties acknowledge and confirm that each of their respective attorneys have participated jointly in the review and revision of this Agreement and that it has not been written solely by counsel for one party. The parties hereto therefore stipulate and agree that the rule of construction to the Lease Term, as so extended, unless effect that any ambiguities are to or may be resolved against the context clearly otherwise requiresdrafting party shall not be employed in the interpretation of this Agreement to favor either party against the other.
18. Notwithstanding anything contained herein This Agreement and the rights and duties of the parties hereunder shall be governed for all purposes by the law of the State of Texas and the law of the United States applicable to transactions within said State.
19. The terms and provisions hereof shall be binding upon and inure to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration benefit of the Original Term hereofparties hereto, their successors and assigns.
20. Borrower and Agent hereby take notice of and agree to the following:
A. PURSUANT TO SUBSECTION 26.02(b) OF THE TEXAS BUSINESS AND COMMERCE CODE, A LOAN AGREEMENT IN WHICH THE AMOUNT INVOLVED THEREIN EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR BY THAT PARTY'S AUTHORIZED REPRESENTATIVE.
B. PURSUANT TO SUBSECTION 26.02(c) OF THE TEXAS BUSINESS AND COMMERCE CODE, THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO THE LOAN DOCUMENTS SHALL BE DETERMINED SOLELY FROM THE LOAN DOCUMENTS, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THE LOAN DOCUMENTS.
C. THE LOAN AGREEMENT, THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES THERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
Appears in 1 contract
Sources: Modification Agreement (Capital Senior Living Corp)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) Provided that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still then in full force and effect, that Tenant is not then in default under this Lease, and (iii) that Tenant has not sublet more than fifty percent (50%) is then occupying all of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)Premises, Landlord hereby grants to Tenant shall have the right an option to extend the Term hereof upon all of this Lease, on the same termsterms and conditions set forth in this Lease, conditionsexcept as set forth below with respect to Base Rent, covenants for one (1) additional three (3) year term (the "Option Period") commencing as of the last day after the expiration of the Initial Term and agreements herein contained ending the last day of the thirty-sixth (except 36th) month thereafter. Base Rent for the Annual Fixed Rent which Option Period shall be adjusted during the option periods as hereinbelow set forth) for two Fair Market Rental Rate (2) periods of five (5) years each as hereinafter set forthdefined). Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires Tenant's right to exercise its applicable the option to extend shall be conditioned upon Landlord's receipt, no later than one-hundred eighty (180) days prior to the expiration of the Initial Term, of Tenant's then current certified financial statements showing a creditworthiness at least equal to the creditworthiness demonstrated to Landlord by Tenant prior to execution of this Lease; provided, however, Landlord may, in its sole discretion, elect to waive such condition. The option to extend shall give be exercised, if at all, by written notice ("Option Notice") given by Tenant to Landlord, not earlier than sixteen (16) months nor Landlord no later than twelve (12) full calendar months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) Initial Term, time being of the essence. Once the Option Notice is given, Tenant's request for Landlord's quotation to Tenant exercise of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord such option shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's requestbe irrevocable. If at the expiration of thirty (30) days after the date when option hereby granted is not so exercised, Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant shall have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending no further right to extend the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotationLease.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof
Appears in 1 contract
Extension Option. Tenant shall continue to have the Extension Option as defined in and pursuant to the Extension Option Rider attached as Rider No. 1 to the Original Lease (A) On the conditions (which conditions Landlord may waive as last amended by written notice to Tenant) that both at the time of exercise Section 8 of the herein described applicable option to extend and First Amendment), provided, however, effective as of the commencement of the Extended Term in question Effective Date: (i) there exists no monetary or other material Event of Default the Extension Option may only be exercised by Tenant, if at all, for the entire Premises (defined in Section 7.1i.e., the Existing Premises and the Expansion Space), ; (ii) this Lease is still in full force the Option Term shall mean and effect, refer to the five (5) year period immediately following the co-terminous expiration of the [Type here] Second Extended Term and the Expansion Space Term; and (iii) the reference in Section 1 therein to the "initial Term" shall mean and refer to the "Second Extended Term and Expansion Space Term". In addition, due to certain rights of Tenant has not sublet more than fifty percent with respect to the Right of First Offer and First Refusal Right set forth above, notwithstanding anything in the foregoing or Rider No. 1 to the Original Lease (50%) as last amended by Section 8 of the Rentable Floor Area of First Amendment) to the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)contrary, Tenant shall have the right (but not the obligation) to extend deliver the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred Extension Notice to as an "Extended Term." Notwithstanding any implication Landlord without regard to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner timeframes set forth in Exhibit H. If the foregoing and Rider No. 1 to the Original Lease, as amended hereby, if Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) delivers such Extension Notice concurrently with Tenant's delivery of the Prevailing Market Rent (ROFO Election Notice or the ROFR Election Notice, as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior case may be, pursuant to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) Sections 8.3 and 9.3 above, then this Lease and as the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofcase may be.
Appears in 1 contract
Sources: Office Lease Agreement (Emmaus Life Sciences, Inc.)
Extension Option. All extension rights set forth in the Lease are hereby deleted in their entirety and the following is substituted in its place and stead:
(Aa) On Subject to the terms, conditions (which conditions Landlord may waive by written notice to Tenant) that both at and limitations set forth in this Section 11, Lessee is hereby granted the time of exercise of the herein described applicable option to extend and as (the "Option to Extend") the Term of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods renewal terms of five (5) years each commencing September 1, 2022 (the "First Extension Term Commencement Date"), and expiring August 31, 2027 (the "First Extension Term"), and commencing September 1, 2027 (the "Second Extension Term Commencement Date"), and expiring August 31, 2032 (the "Second Extension Term"), on the same terms and conditions as hereinafter set forth. Each option period is sometimes herein referred to are contained in the Lease, as an "Extended Term." Notwithstanding any implication to the contrary Landlord has amended hereby, except as follows:
(i) Lessor shall be under no obligation to make or pay for any additional payment to Tenant in respect of any construction allowance or the like or to perform any work further improvements to the Premises as a result of the exercise by Tenant of any such option Premises;
(although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term ii) Lessee shall be a factor considered by all parties in determining the Prevailing Market Rent have no further rights under this Section 8.20 11; and
(iii) Commencing as of the first day of the First Extension Term or Second Extension Term, as the case may be, Base Rent and Exhibit H)Rent Adjustments for the first Lease Year of the First Extension Term or Second Extension Term, as the case may be shall be equal to ninety-two and one-half percent (92.5%) of the then current Fair Market Base Rental plus Lessee's Proportionate Share of Taxes and Expenses allocable to the Premises, increased by the Fair Market Escalation Rate on each September 1 thereafter during the remainder of the Extension Term.
(Bb) If Tenant desires Notwithstanding anything to the contrary contained in this Section 11, Lessee's right to exercise its applicable option the Option to extend Extend shall be contingent upon Lessee not being in Default under the TermLease, then Tenant as amended hereby, either on the date that Lessee exercises the Option to Extend or, unless waived in writing by Lessor for purposes of the Option to Extend, on the First Extension Term Commencement Date or Second Extension Term Commencement Date, as the case may be. If Lessee is not in Default under the Lease, as amended hereby on the date that Lessee exercises the Option to Extend but is so in Default on the First Extension Term Commencement Date or Second Extension Term Commencement Date, as the case may be, and Lessor does not waive in writing such Default for purposes of the Option to Extend, then, notwithstanding Lessee's exercise of the Option to Extend, the Option to Extend shall give notice be deemed to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to be terminated and of no force and effect and the expiration Term of the Lease shall expire or be terminated in accordance with terms of the Lease as if Lessee had not been granted the Option to Extend pursuant to this Section 11.
(c) Lessee may, by notice given to Lessor not later than January 1, 2021, with respect to the First Extension Term and January 1, 2026, with respect to the Second Extension Term request Lessor to provide Lessee with Lessor's determination of the Fair Market Base Rental and Fair Market Base Rental Escalation Rate in effect on the First Extension Term Commencement Date or Second Extension Term Commencement Date, as the case may be, and, in such case, Lessor shall provide Lessee with written notice (as it may have been previously extended hereunder"Lessor's Extension Notice") of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing such determination within fifteen ten (1510) business days after receipt of TenantLessee's request. If at the expiration After receipt of thirty (30) days after the date when Tenant receives LandlordLessor's quotation determination of the proposed Annual Fixed Rent as aforesaid Fair Market Base Rental and Fair Market Base Rental Escalation Rate, if Lessee disagrees with same, Lessor and Lessee shall negotiate in good faith to mutual agree upon the Fair Market Base Rental and Fair Market Base Rental Escalation Rate.
(d) Lessee may elect by written notice ("Lessee's Extension Option Exercise Notice") on or before March 1, 2021, with respect to the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended First Extension Term and executed a written instrument extending March 1, 2026, with respect to the Term of this Lease pursuant to such agreementSecond Extension Term, then Tenant shall have the right, for thirty (30) days following the expiration time being of the Negotiation Periodessence, to make a request (i) not exercise the Option to Landlord for a broker determination Extend, (ii) exercise the "Broker Determination") of Option to Extend and accept the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner terms set forth in Exhibit H. Lessor's Extension Notice (or as otherwise agreed to during negotiations as provide above) or (iii) exercise the Option to Extend but submit the determination of Fair Market Base Rental and/or Fair Market Base Rental Escalation Rate to arbitrations as provided in Section 13 below. Lessee's election shall be irrevocable once made. If Tenant Lessee fails to timely shall have requested exercise the Broker DeterminationOption to Extend, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in LandlordLessee's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance rights hereunder with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein respect to the Lease Term Option to Extend shall terminate and be of no further force or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofeffect.
Appears in 1 contract
Sources: Lease (Playboy Enterprises Inc)
Extension Option. 2.2.1 Provided that MD Beauty, Inc. has not assigned this Lease or sublet more than twenty-five percent (A25%) On or all of the conditions Premises to an entity other than a Permitted Transferee (which conditions Landlord may waive by written it being intended that all rights pursuant to this provision are and shall be personal to the original Tenant under this Lease and its Permitted Transferees and shall not be transferable or exercisable for the benefit of any Transferee other than a Permitted Transferee), and provided Tenant is not in default under this Lease beyond any applicable notice to Tenant) that both and cure period at the time of exercise or at any time thereafter until the beginning of any such extension of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)Term, Tenant shall have the right option (the “Extension Option”) to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained for one (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth1) for two (2) periods additional consecutive period of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred (“Extension Period”), by giving written notice to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than Extension Option at least twelve (12) months months, but not more than fifteen (15) months, prior to the expiration of the initial Term. The exercise of the Extension Option by Tenant shall be irrevocable and shall cover the entire Premises leased by Tenant pursuant to this Lease. Upon such exercise, the term of the Lease Term (as it may have been previously shall automatically be extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt Extension Period without the execution of Tenant's request. If at any further instrument by the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), parties; provided that Landlord and Tenant have shall, if requested by either party, execute and acknowledge an instrument confirming the exercise of the Extension Option. The Extension Option shall terminate if not reached agreement on a determination exercised precisely in the manner provided herein. Any extension of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of shall be upon all the terms and conditions set forth in this Lease pursuant to such agreementand all Exhibits thereto, then except that: (i) Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's no further option to extend the Lease Term of the Lease; (ii) Landlord shall not be obligated to contribute funds toward the cost of any remodeling, renovation, alteration or improvement work in accordance with the provisions of Section 8.20(BPremises; and (iii) above, Base Rent for any such Extension Period shall be the then this Lease and the Lease Term hereof shall automatically be deemed extended, Fair Market Base Rental (as defined below) for the applicable Extended Term, without the necessity Premises for the execution of any additional documentsspace and term involved, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term which shall be determined as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofbelow.
Appears in 1 contract
Sources: Office Lease (Bare Escentuals Inc)
Extension Option. Provided that there has been no Event of Default which is uncured and continuing on the part of the Tenant, and that Tenant (Aor a successor entity resulting from one or more Permitted Transfers pursuant to Section 6.8) On is, as of the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time date of exercise of the herein described applicable option to extend and as its rights under this Section 2.6, in occupancy of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area at least 75% of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)its own business purposes, the Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) consecutive periods of five (5) years each as hereinafter set forth. Each option (the first such period is sometimes herein referred being the “First Extension Term” the second such period being the “Second Extension Term” and, together with the First Extension Term, the “Full Extension Term”) on the following terms and conditions:
(a) Such right to as an "Extended Term." Notwithstanding any implication to extend the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered exercised by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
giving of notice by Tenant to Landlord at least nine (B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (129) months prior to the expiration of the Lease Initial Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended or First Extension Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid applicable (the "Negotiation Period"“Extension Notice Deadline Date”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of such notice by Tenant to Landlord exercising Tenant's option to extend on or before the Lease Term in accordance with the provisions of Section 8.20(B) aboveExtension Notice Deadline Date, then this Lease and the Lease Term hereof shall automatically be deemed extendedextended for an additional term, for the applicable Extended Termas specified above, without the necessity for the execution of any additional documents, documents except that Landlord and Tenant agree to enter into an instrument in writing setting forth a document memorializing the Annual Fixed Rent for the applicable Extended Extension Term to be determined as determined in the relevant manner set forth in below. Time shall be of the essence with respect to the Tenant’s giving notice to extend the Term on or before the Extension Notice Deadline Date. In no event may the Tenant extend the Term under this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended 2.6 for more than ten (10) years after the expiration of the Original Initial Term, unless Landlord and Tenant shall mutually agree to such an extension.
(b) The First Extension Term hereofand the Second Extension Term shall be upon all the terms, conditions and provisions of this Lease, except the Annual Fixed Rent during each such Extension Term shall be the then Fair Market Rent of the Premises for such Extension Term, to be determined under this Section 2.6.
(c) For purposes of the First Extension Term and Second Extension Term described in this Section 2.6, the Fair Market Rent of the Premises shall mean the then current fair market annual rent for leases of comparable space of a comparable nature and quality similarly improved located in the commercial markets that surround the MIT campus (East Cambridge/▇▇▇▇▇▇▇ Square/Cambridgeport), so as to provide Landlord, on a net basis, the same as it would receive upon a re-letting at fair market value, taking into account all relevant factors including comparable building age, quality, level of finish, proximity to amenities and public transit, the condition to which such premises have been improved 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 Fair Market Rent of the Premises within thirty (30) days after the Tenant has exercised an option for an Extension Term. If the Fair Market Rent 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 Fair Market Rent of the Premises. The Landlord and the Tenant shall simultaneously exchange such reports; provided, however, if either party has not obtained such a report within forty-five (45) days after the last day of the thirty (30) day period referred to above in this Section 2.6 and such party fails to deliver the required report within an additional fifteen (15) days of notice of such failure, 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 Fair Market Rent of 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 Fair Market Rent of the Premises. If the Landlord and the Tenant cannot agree upon the designation of the Final Professional within ten (10) 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 Fair Market Rent of the Premises. The Final Professional shall then, within thirty (30) days of his or her selection, prepare a written report summarizing his or her conclusion as to the Fair Market Rent of the Premises (the “Final Professional’s Valuation”). The Final Professional shall give notice of the Final Professional’s Valuation to the Landlord and the Tenant and such decision shall be final and binding upon the Landlord and the Tenant. In the event that the commencement of either of the First Extension Term or Second Extension Term occurs prior to a final determination of the Fair Market Rent of the Premises therefor (the “Extension Rent Determination Date”), then the Tenant shall pay the Annual Fixed Rental at the then applicable Fixed Rental Rate (such amount being referred to as the “Interim Rent”). If the Annual Fixed Rent as finally determined for such Extension Term is determined to be greater than the Interim Rent, then the Tenant shall pay to the Landlord the amount of the underpayment for the period from the end of the Initial Term of this Lease until the Extension Rent Determination Date within thirty (30) days of the Extension Rent Determination Date. If the Annual Fixed Rent as finally determined for the Extension Term is determined to be less than the Interim Rent, then the Landlord shall credit the amount of such overpayment against the monthly installments of Annual Fixed Rent coming due after the Extension Rent Determination Date.
Appears in 1 contract
Extension Option. 39.1 Lessor hereby grants to Lessee one (A1) On option (the conditions (which conditions Landlord may waive by written notice to Tenant"Extension Option") that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all of the same terms, conditions, covenants and agreements herein contained (except Lease for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods an additional period of five (5) years each (the "Option Term"), on the same terms, covenants and conditions as hereinafter set forth. Each option period is sometimes herein referred to as an provided for in this Lease during the initial Term, except:
(a) the monthly base rent payable during the Option Term shall be the "Extended Term.fair market rental rate" Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to for the Premises as a result of defined and determined in accordance with the exercise by Tenant of any such option Fair Market Rental Rate Rider attached to this Lease as EXHIBIT "C," provided, however, in no event shall the monthly base rent payable during the Option Term be less than the Adjusted Monthly Base Rent in effect from time to time, determined pursuant to SECTION 39.4 below; (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term b) Lessor shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option have no further right to extend the Term; and (c) the terms of EXHIBIT "B" shall be inapplicable to the Option Term.
39.2 The Extension Option must be exercised, then Tenant shall give if at all, by written notice ("Extension Notice") delivered by Lessee to Landlord, not earlier than sixteen (16) months nor Lessor no later than twelve the date which is one hundred eighty (12180) months days prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenantinitial Term. The Extension Option shall, at Lessor's request for Landlord's quotation sole option, not be deemed to Tenant of a proposed Annual Fixed Rent be properly exercised if, at the time such Extension Option is exercised or on the scheduled commencement date for the applicable Extended Option Term, which quotation Landlord shall deliver to Tenant Lessee is then in writing within fifteen (15) business days after receipt of Tenant's request. If at default or Lessee has been chronically delinquent during the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent initial Term as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination"described in SECTION 15.1(E) of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotationLease.
(39.3 Notwithstanding the determination of fair market rental rate pursuant to EXHIBIT "C) Upon the giving " or of notice by Tenant Adjusted Monthly Base Rent pursuant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrarySECTION 39.4, in no event shall Tenant have the right to exercise more monthly base rent payable during any month of the Option Term be less than one extension option at a time and further, Tenant the monthly base rent payable during the previous month.
39.4 Adjusted Monthly Base Rent shall not have be determined in accordance with the right to exercise its second extension option unless it has duly exercised its following formula on the first extension option, and in no event shall day of each of the Lease Term hereof be extended for more than ten five (105) years after the expiration of the Original Option Term hereof(the "Adjustment Date(s)") and shall be in effect for the subsequent 12 months: Adjusted Monthly Base Rent = monthly base rent as of the day prior to applicable Adjustment Date x (CPI-2/CPI-1). In applying the above, the following definitions shall be used:
39.4.1 PRECEDING YEAR OF THE LEASE TERM" means the 12 months preceding the applicable Adjustment Date.
Appears in 1 contract
Sources: Standard Commercial Industrial Triple Net Lease (Titan Motorcycle Co of America Inc)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question Provided (i) there exists no monetary Default of Tenant has occurred and is continuing hereunder (Tenant acknowledging that, notwithstanding anything to the contrary contained herein or other material Event otherwise implied by this Lease, Landlord has no obligation to accept any cure following the expiration of Default (defined in Section 7.1applicable cure periods), (ii) this Lease the original named Tenant (or an assignee of Tenant permitted without Landlord’s consent pursuant to Section 7.7 hereof) is still in full force occupying at least 65% of the Premises then demised hereunder both on the date such notice is given and effect, on the commencement date of the Extension Term and (iii) Tenant has not sublet more provides Landlord with a replacement Letter of Credit (or an amendment to the then-existing Letter of Credit) with an outside expiration date no earlier than fifty percent (50%) 60 days following the expiration of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)applicable Extension Term, Tenant shall have the right may elect to extend the Lease Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of consecutive five (55)-year periods (each, an “Extension Term”) years by giving Landlord irrevocable notice of each as hereinafter set forth. Each option period is sometimes herein referred to as such election (an "Extended Term." Notwithstanding any implication to the contrary Landlord has “Extension Notice”) no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 later than 12 months, and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not no earlier than sixteen (16) months nor later than twelve (12) months 18 months, prior to the expiration of the initial Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended or first Extension Term, which quotation Landlord as applicable). Such extension shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation be upon all of the proposed Annual Fixed Rent as aforesaid same terms, covenants, and conditions contained in this Lease, except that (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then a) Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option no further right to extend the Lease Term in accordance with (other than, during the provisions of Section 8.20(B) abovefirst Extension Term, then this Lease and the right to extend the Lease Term hereof shall automatically be deemed extended, for the applicable Extended second Extension Term), without (b) the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Base Rent for the applicable Extended Extension Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein shall be at a rate equal to the Lease Term Fair Market Rent as of the commencement date of the Extension Term, and (c) Landlord shall have no obligation to make or the Term of this Lease shall be construed as referring pay for any improvements to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein Premises or Building or to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration pay any allowances or inducements of the Original Term hereofany kind.
Appears in 1 contract
Sources: Lease Agreement (LogMeIn, Inc.)
Extension Option. A. Tenant shall have two options (Aeach, an “Extension Option”) On to extend the conditions term of this Lease, each for an additional period of five (which conditions Landlord may waive by written notice to Tenant5) that both at years. The first such five—year period (the time of exercise “First Extended Term”) shall begin immediately upon the expiration of the herein described applicable option to extend Original Term of this Lease, and the second such five-year period (the “Second Extended Term”) shall begin immediately upon the expiration of the First Extended Term, provided that each of the following conditions has been satisfied:
(i) As of the date of an Extension Notice (defined below) and as of the commencement of the First Extended Term and, if applicable, the Second Extended Term, Tenant has not been in question (i) there exists no default of its monetary or other material Event obligations beyond the expiration of Default (defined in Section 7.1)any applicable cure periods under this Lease more than two times during the Term, including any Extended Term;
(ii) this Lease is still in full force and effect, and Tenant simultaneously exercises an extension option under the Building 65 Lease; and
(iii) Tenant has not sublet subleased 20% or more than fifty percent (50%) of the Rentable Floor Area sum total of (a) the rentable square footage of the Premises plus (except for a subletting permitted without Landlord's consent b) the rentable square footage of the premises under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)the Building 65 Lease , Tenant shall have both at the right to extend time of the Extension Notice and as of the commencement of the First Extended Term hereof upon all and, if applicable, the same Second Extended Term.
B. All of the terms, conditions, covenants and agreements herein contained (provisions of this Lease shall apply to each Extended Term except for that the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) Rate for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties the then- fair market rental rate for premises of comparable size and quality to the Premises, in determining comparable buildings in the Prevailing competitive market area as of the commencement of the applicable Extended Term, (the “Fair Market Rate”), excluding the annual charge-off for the bridge connecting the Premises to the Building 65 Premises (the “Connector Bridge”), but in no event less than the average Annual Fixed Rent Rate in effect during the term immediately preceding the Extended Term in question. For the avoidance of doubt, the Annual Fixed Rent Rate during the First Extended Term shall be no less than $28.04 per rentable square foot of Premises (i.e., the average rental rate per rentable square foot of Premises during the Original Term), and during the Second Extended Term, the Annual Fixed Rent Rate shall be no less than the average Annual Fixed Rent Rate in effect during the First Extended Term. In addition, it is expressly understood and agreed that the annual charge-off for the amortized cost of the Connector Bridge pursuant to Section 3.8 of the Building 65 Lease is payable in addition to and apart from the Fixed Rent during the Term and shall not be included in the determination of the Fair Market Rent under this Section 8.20 during any Extended Term. At the time of commencement of an Extended Term, Tenant’s Base Operating Costs shall be revised to be Operating Costs for first full calendar year of the Extended Term grossed up if necessary to reflect full occupancy, and Exhibit H).
(B) Base Taxes shall be revised to be Taxes for the first fiscal year which begins during the first Lease Year of the Extended Term, grossed up if necessary to reflect full assessment. If Tenant desires shall elect to exercise an Extension Option, it shall do so by giving Landlord written notice (the “Extension Notice”) of its applicable option to extend the Term, then Tenant shall give notice to Landlord, election not earlier than sixteen (16) months nor later than twelve fifteen (1215) months prior to the expiration of the Original Term of this Lease, or fifteen (15) months prior to the expiration of the First Extended Term, as the case may be. If Tenant gives such notice and satisfies the conditions specified above, the extension of this Lease shall be automatically effected without the execution of any additional documents, but the parties subsequently shall enter into a lease amendment as contemplated under Section 2.3.F below.. The Original Term and each Extended Term are hereinafter collectively sometimes called the “Term” or the “term”.
C. Not later than fourteen (14) months prior to the expiration of the Original Term or the First Extended Term, as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to applicable, Landlord shall notify Tenant of a proposed Annual Fixed Rent Landlord’s determination of the Fair Market Rate for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within . Within fifteen (15) business days after receipt of Tenant's requestLandlord gives Tenant Landlord’s proposal for Fair Market Rate, Tenant shall notify Landlord whether Tenant accepts or disputes such rate. If at Tenant disagrees with Landlord’s designation, Landlord and Tenant shall commence negotiations to agree upon the expiration of Fair Market Rate. If Landlord and Tenant are unable to reach agreement on the Fair Market Rate within thirty (30) days after the date when on which Landlord first gave Tenant receives Landlord's quotation ’s proposal for the Fair Market Rate, then the Fair Market Rate shall be determined as provided below.
D. If Landlord and Tenant are unable to agree on the Fair Market Rate by the end of the proposed Annual Fixed Rent as aforesaid said thirty (the "Negotiation Period")30)-day period, then within five (5) days thereafter, Landlord and Tenant have not reached agreement on shall each simultaneously submit to the other in a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration sealed envelope its good faith estimate of the Negotiation PeriodFair Market Rate, to make a request to Landlord for a broker determination (including anticipated steps in rent, if any. If the "Broker Determination") higher of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-such estimates is not more than one hundred five percent (95105%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determinationother estimate, then the Annual Fixed Rent for the applicable Extended Term Fair Market Rate shall be the average of the two estimates. If the matter is not resolved by the exchange of estimates, then Fair Market Rate shall be determined by an independent arbitrator as set forth in Landlord's original quotationbelow.
E. Within seven (C7) Upon days after the giving exchange of notice by Tenant to Landlord exercising Tenant's option to extend estimates, the Lease Term in accordance with the provisions of Section 8.20(B) aboveparties shall select, then this Lease and the Lease Term hereof shall automatically be deemed extendedas an arbitrator, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined a mutually acceptable commercial real estate broker or appraiser licensed in the relevant manner set forth Commonwealth of Massachusetts specializing in this Section 8.20; and the field of commercial office leasing in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Termsuburban Boston area, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in having no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more less than ten (10) years years’ experience (an “Approved Arbitrator”). If the parties cannot agree on such person, then within a second period of seven (7) days, each shall select one Approved Arbitrator and the two appointed Arbitrators shall, within five (5) days, select a third Approved Arbitrator who shall be the final decision-maker (the “Final Arbitrator”). If one party shall fail to timely make such appointment, then the person chosen by the other party shall be the sole arbitrator. Once the Final Arbitrator has been selected as provided for above, then, as soon thereafter as practicable, but in any case within fourteen (14) days after his or her appointment, the expiration arbitrator shall determine the Fair Market Rate by selecting either the Landlord’s estimate of Fair Market Rate or the Tenant’s estimate of Fair Market Rate. Such arbitrator must choose the proposed Fair Market Rate that he/she determines is closest to the actual market rental rate for the Premises, taking into account that the Annual Fixed Rent Rate must in no event be less than the average Annual Fixed Rent Rate in effect during the immediately preceding term, as specifically set forth in Section 2.3 (B). There shall be no discovery or similar proceedings. The arbitrator’s decision as to which estimate shall be the Fair Market Rate for the Extended Term shall be rendered in writing to both Landlord and Tenant and shall be final and binding upon them and shall be the Annual Fixed Rent Rate for the Extended Term. The costs of the Original Final Arbitrator will be equally divided between Landlord and Tenant. Any fees of any counsel engaged by Landlord or Tenant, however, shall be borne by the party that retained such counsel.
F. Once the Fair Market Rate has been determined, the parties shall promptly execute an amendment to this Lease setting forth the Fixed Rent for the Premises during the applicable Extended Term. For any part of the Extended Term hereofduring which the Fixed Rent Rate is in dispute, or has not yet been finally determined, Tenant shall make payments to Landlord on account of Fixed Rent at the rate per square foot of Rentable Floor Area of the Premises last paid under this Lease. The parties shall adjust for any overpayments or underpayments upon final determination of such rent.
Appears in 1 contract
Sources: Office Lease (Avid Technology, Inc.)
Extension Option. (Aa) On Provided that Tenant reasonably complies with the terms and conditions contained in this Section 48, Tenant may extend the term of this Lease for one (which conditions Landlord may waive 1) additional five (5) year period beyond the end of the Lease by written notice of its election to Tenantdo so, given to Landlord not later than ninety (90) that both days prior to the expiration of the Term. The extended term of the Lease shall be on all the terms and conditions of the Lease applicable at the time of exercise expiration of the herein described applicable option Term of the Lease, except for the amount of Rent, which Tenant covenants and agrees to extend and pay as follows:
(1) the rental rate for the five (5) year renewal term shall be equal to the fair market value for rental of similar space in similar buildings located in the downtown St. Petersburg area as of the commencement first day of the Extended Term in question renewal Term.
(ib) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the no further right to extend the terms of the Lease except as provided for herein. Tenant shall not have any rights to extend the term of the Lease under this Section 48 if (i) Tenant has failed to perform its obligations under the Lease or has otherwise defaulted under the initial term of this Lease or any renewal thereof, and which has not been cured within the applicable curative period provided herein, or (ii) the event of default exists on the expiration date of the initial Term hereof upon all or any renewal term thereof, or on the date which Tenant gives notice of its intent to exercise its renewal option, and which default has not been cured within the applicable curative period provided herein; it being the parties' agreement that items (i) and (ii) in this Paragraph (b) are express conditions precedent to Tenant's right to any extension option contained in this Section 47.
(c) The net fair market value for rental of similar space in the marketplace contemplated by subparagraph (a) above shall be determined by mutual agreement of the parties. The phrase net fair market value as used in this Lease shall mean the annual amount per rentable square foot that landlords have accepted in current transactions between non-affiliated parties from renewal, non-sublease, non-expansion, and non-equity tenants for comparable space in comparable buildings in the downtown St. Petersburg area, for a comparable period of time. In any determination of net fair market value, appropriate consideration shall be given 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, dollar amount expense stop, length of lease term, size and location of premises being leased, similar signage rights granted under this Lease, and other generally applicable conditions of tenancy for such comparable transactions but ignoring and not giving any consideration to the presence or absence of the brokerage commission. The intent is that ▇▇▇▇▇▇ will obtain the same termsrent and other economic benefits that landlords would otherwise have given tenants in comparable transactions and that Landlord will make, conditionsand receive, covenants the same economic payments and agreements herein contained (except for the Annual Fixed Rent which concessions that landlords would otherwise make to tenants in comparable transactions. The value so determined shall be adjusted during in writing and signed by the parties more than six (6) months prior to the commencement of an option periods as hereinbelow set forthor renewal term. If the parties cannot agree on such value prior to such six (6) for two (2) periods month period, then Landlord shall, at its sole cost, engage a qualified real estate appraiser of Landlord's choice with a MAI designation who shall, no later than five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at determine the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation value of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration fair market rental of the Negotiation Period, to make a request to Landlord for a broker determination (Premises. The parties agree that the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term value so determined by such appraiser shall be the greater of (a) ninety-five percent (95%) value for the purposes of the Prevailing Market Rent extension of this Lease. The parties acknowledge that they have read this Lease (as defined to include its Exhibits and attachments) in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period its entirety, that they are familiar with all of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determinationterms, then the Annual Fixed Rent for the applicable Extended Term shall be as covenants, provisions and conditions set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) abovetherein and that there are no other representations, then undertakings, warranties or agreements concerning this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument which do not appear in writing setting forth therein. The parties further acknowledge that the Annual Fixed Rent for terms and provisions contained within this Lease have been fully, freely and fairly negotiated by and between them and shall not be construed against either party as the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term drafter of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofLease.
Appears in 1 contract
Sources: Lease Agreement (Affinity International Travel Systems Inc)
Extension Option. Provided that (Ai) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of the exercise of the herein described applicable option to extend hereinafter set forth and as at the time of the commencement of the Extended Extension Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (iias hereinafter defined) this Lease lease is still in full force and effect, effect and provided further that no event of default hereunder has occurred which is continuing beyond the expiration of any applicable notice and cure period provided for in this lease and (iiiii) Tenant has not sublet more than fifty percent (50%) either at the time of commencement of the Rentable Floor Area Extension Term, (a) the Premises consists of at least 100,000 square feet of net rentable area which is not then subleased, or (b) if the net rentable area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), not subject to subleases at such time is less than 100,000 square feet and provided that Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants is then leasing and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for occupying at least two (2) contiguous full floors which are not then subleased, Tenant is hereby granted the option to extend the term, (y) if subparagraph (ii)(a) above is then applicable, with respect to the entire Premises or (z) if subparagraph (ii)(b) above is then applicable, with respect to any portion of the Premises which consists of at least two (2) or more contiguous full floors, for three (3) additional periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred (individually, an “Extension Term” and collectively, the “Extension Terms”), such Extension Terms to as an "Extended Term." Notwithstanding any implication to commence at the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result expiration of the then expiring Lease term. Tenant shall exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable each option to extend by delivering notice of such election (the Term, then Tenant shall give notice “Extension Notice”) to Landlord, Landlord not earlier less than sixteen fifteen (16) months nor later than twelve (1215) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) then term of Tenant's request for Landlord's quotation the Lease. In the event that Landlord does not receive the Extension Notice prior to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of such time period (time being of the essence with respect thereto), then the then applicable option to extend this lease term and all subsequent extension options, if any, shall, upon the expiration of such time period, become null and void and be of no further force or effect and Tenant shall, at the request of Landlord, execute an instrument in form and substance acceptable to Landlord confirming such facts. Each Extension Term shall be upon the same terms and conditions of this lease except that the Base Rental during each Extension Term shall be at an annual rate equal to the then current fair market rental rate. The fair market rental rate (the “FMR”) shall mean the annual net rental rate per square foot (exclusive of expense pass-through additions) of net rentable area then being agreed upon by landlords and tenants in first-class office buildings located in suburban Atlanta, Georgia, for space comparable to the space for which the FMR is being determined (taking into consideration use, location, and/or floor level within the applicable building, the definition of net rentable area, leasehold improvements provided, remodeling credits or allowances granted, leasing commissions, quality, age and location of the applicable building, rental concessions [such as abatements or lease assumptions], the provision of free or paid unassigned parking, the time the particular rate under consideration became effective, size of tenant, creditworthiness of tenant, relative operating expenses, relative services provided, marketing time [including, without limitation, the loss in rental income to Landlord from the expiration of Tenant’s Lease through the rental commencement date(s) of a new lease or leases for the Premises], etc.) It is agreed that bona fide written offers to lease comparable space located elsewhere in the Project from third parties (at arm’s length) may be used as an indication of FMR. The FMR shall be determined by Landlord and Tenant by mutual agreement; however, if Landlord and Tenant cannot agree in writing on the FMR within thirty (30) days after Tenant’s notice of its election to extend, the date when Tenant receives Landlord's quotation of FMR shall be determined by the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Three Broker Method set forth below. Tenant shall have no option to extend the right, for thirty (30) days following term of this lease beyond the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended third and final Extension Term, which Broker Determination and the Premises shall be made delivered in their existing condition (on an “as is” basis) at the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended time each Extension Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotationcommences.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof
Appears in 1 contract
Sources: Lease Agreement (Homebanc Corp)
Extension Option. Provided that: (Ai) On Twilio Inc. (or a Permitted Transferee) has not assigned all or a portion of this Lease and (ii) not more than twenty-five percent (25%) of the conditions Premises is then subject to a sublease (which conditions Landlord may waive by written notice it being intended that all rights pursuant to Tenantthis 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 other than a Permitted Transferee), and (iii) that both Tenant is not in default under this Lease at the time of exercise of the herein described applicable option to extend and Extension Option (as defined below) or at any time thereafter until the beginning of any such extension of the commencement Term, and subject to the prior approval of Landlord, which may be withheld in Landlord’s sole discretion but only in the event Landlord or another owner of Agency Space intends to occupy the Premises upon expiration of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)Term, Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods options (each, an “Extension Option”) to extend the Lease Term for an additional period of five thirty-six (536) years each as hereinafter set forth. Each option period is sometimes herein referred months (each, an “Extension Period”) commencing on the expiration of the then-current Lease Term, by giving written notice to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option the Extension Option at least nine (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B9) If Tenant desires to exercise its applicable option to extend the Termmonths, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later but no more than twelve (12) months months, prior to the expiration of the Lease Term (Term, as it may have been previously extended. The exercise of the Extension Option by Tenant shall be irrevocable and shall cover the entire Premises then leased by Tenant pursuant to this Lease. Upon such exercise and approval by Landlord, the term of the Lease shall automatically be extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, Extension Period without the necessity for the execution of any additional documents, except further instrument by the parties; provided that Landlord and Tenant agree to enter into shall, if requested by either party, execute and acknowledge an instrument in writing setting forth confirming the Annual Fixed Rent for exercise of the applicable Extended Term as determined Extension Option. The Extension Option shall terminate if not exercised precisely in the relevant manner provided herein. The extension of the Term shall be upon all the terms and conditions set forth in this Section 8.20Lease and all Exhibits thereto, except that: (i) Landlord shall not be obligated to contribute funds toward the cost of any remodeling, renovation, alteration or improvement work in the Premises; and in such event all references herein to (ii) Base Rent for the Lease Term or the Term of this Lease Extension Period shall be construed the then Fair Market Base Rental (as referring to defined below) for the Lease TermPremises for the space and term involved, which shall be determined as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofset forth below.
Appears in 1 contract
Sources: Office Lease (Twilio Inc)
Extension Option. Section 43.01. If, during the Term of the Lease, Tenant is not in default under the Lease beyond any applicable notice and grace period, and provided that on the date (the "First Effective Date") of the sending of the First Renewal Term Election Notice (hereinafter defined) or the Conditional First Renewal Term Election Notice (hereinafter defined), as the case may be, Tenant meets either of the following conditions: (A) On the conditions Tenant, and all related corporations (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.122.03 of the Lease), (ii) this Lease is still which are a permitted sublessee or sub-sublessee of the Premises and have continuously qualified as a related corporation, have not subleased, in full force and effectthe aggregate, and (iii) Tenant has not sublet more than fifty forty percent (5040%) of the Rentable Floor Area entire Premises to one or more corporations or other business entities which are not related corporations, and the remaining sixty percent (60%) of the Premises is in the possession of Tenant or a related corporation, or (except for B) Tenant is not in occupancy of the Premises and the entire Premises has been subleased to a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any single subtenant (other than a related corporation (as so defined)) which subtenant is then in occupancy permitted under Section 5.6.6 hereof)of one hundred percent (100%) of the then Premises so that there are no sub-subtenants, then in such case, Tenant shall have a single option (the right "First Renewal Term Option") to extend and renew the Term hereof upon all of the same termsLease with respect to all, conditionsbut not less than all, covenants of the Premises as of the First Effective Date, including, the eighteenth (18th) floor, the nineteenth (19th) floor, the portion of the twenty-seventh (27th) floor leased pursuant to this Agreement, the twenty-eighth (28th) floor, the twenty-ninth (29th) floor, [but with respect to the twenty-eighth (28th) and agreements herein contained twenty-ninth (except for 29) floors, Tenant shall have a First Renewal Term Option only after Landlord has sent Tenant the Annual Fixed Rent Landlord 28 and 29 Availability Notice (hereinafter defined)] and such portion or portions of the Expansion Space with respect to which shall be adjusted during the option periods as hereinbelow set forthTenant has validly sent either (1) for two an Expansion Election Notice or (2) periods a Renewal Termination Notice (hereinafter defined) electing to withdraw the Renewal Condition (hereinafter defined), (said space in the Building including such portion or portions of the Expansion Space which is, as of the First Effective Date a part of the Premises [other than the twenty-eighth (28th) and twenty-ninth (29th) floors unless Landlord has sent a Landlord 28 and 29 Availability Notice] being called the "First Renewal Premises") for one (1) additional period of five (5) years each commencing on August 1, 2003 and ending on July 31, 2008 (the "First Renewal Term"), upon the same terms and conditions as contained in this Lease (unless changed or modified by this Agreement or other mutual agreement) except that (i) subject to the provisions of paragraph A of Section 43.03, the Fixed Rent per rentable square foot for the First Renewal Premises during the First Renewal Term shall be a sum equal to the fair market rental value per rentable square foot for the First Renewal Premises as of the first day of the First Renewal Term, taking into account the rentals at which leases are being concluded for comparable space in the Building and in comparable buildings in the same rental area as the Building, and taking into account the unique character, location and first-class operation of the Building; (ii) for the First Renewal Term, the Base Tax under Article 6 (TAX PAYMENTS) shall mean the Real Estate Taxes for the 2003/2004 Tax Year and the Expense Base under Article 7 (ESCALATION) shall mean the Expenses for the calendar year 2003; (iii) except as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to provided, the contrary Landlord has no obligation to make any additional payment First Renewal Premises shall be tendered to Tenant in respect of any construction allowance or the like or its then "AS IS" condition and Landlord shall not be required to perform any work or to give Tenant any work allowance whatsoever with respect to such First Renewal Premises, and (iv) the Lease, as extended, shall not contain any renewal or extension option with respect to the First Renewal Premises as a result except the Second Renewal Option set forth in Section 43.05.
Section 43.02. The exercise of the exercise First Renewal Term Option shall be effective only upon, and in strict compliance with, and subject to the following terms and conditions:
(1) Except as otherwise provided in Section 43.09, written notice of such election (the "First Renewal Term Election Notice") shall be given by Tenant to Landlord not earlier than the earlier of (a) any time after Landlord has sent a Landlord 25 and 29 Availability Notice or (b) March 1, 2000 nor later than May 1, 2000. The First Renewal Term Election Notice shall state that the Tenant hereby irrevocably and unconditionally elects, pursuant to the provisions of Article 43 of the Lease, to extend and renew the Term of the Lease for the First Renewal Term for all of the First Renewal Premises; provided, however, if at the time of the sending of the First Renewal Term Election Notice Tenant is in compliance with only condition (A) of Section 43.01 [and not condition (B) of said section], the First Renewal Term Election Notice may contain the following language (the "Renewal Condition"): Tenant conditions its First Renewal Term Election Notice upon receipt from Landlord prior to August 1, 2001 of a Landlord Expansion Space Availability Notice (hereinafter defined) with respect to the following S & A Expansion Space (hereinafter defined): [Tenant to insert description of S & A Expansion Space which meets the requirements of condition X of Section 46.01.] A First Renewal Term Election Notice containing a Renewal Condition is hereafter called a "Conditional First Renewal Term Election Notice." At the time of the sending of the Conditional First Renewal Term Election Notice, the Tenant and such Conditional First Renewal Term Election Notice must also meet the requirements of Conditions W, Y and Z of Section 46.01 for which purpose such Conditional First Renewal Term Election Notice shall be deemed an Expansion Election Notice.
(2) Time shall be of the essence for the sending by Tenant of any such option (although the absence of any construction First Renewal Term Election Notice or other refurbishment allowance from Landlord for the Extended Conditional First Renewal Term shall be a factor considered by all parties in determining Election Notice, as the Prevailing Market Rent under this Section 8.20 and Exhibit H)case may be.
(B3) If Tenant desires to exercise its applicable option to extend the TermBetween (a) August 1, then Tenant shall give notice to Landlord2001 and August 31, not earlier than sixteen 2001 or (16b) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation receipt, prior to August 1, 2001, of the proposed Annual Fixed Rent as aforesaid an S & A Non-Availability Notice (the "Negotiation Period"hereinafter defined), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreementwhichever first occurs, then Tenant shall have the rightTenant, for thirty (30) days following the expiration of the Negotiation Periodexcept as hereinafter provided, to make a request may elect by notice to Landlord for a broker determination (the "Broker DeterminationRenewal Termination Notice") of either (i) to withdraw the Prevailing Market Rent (as defined in Exhibit H) for Renewal Condition, thus making the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Conditional First Renewal Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination Election Notice unconditional or (bii) to cancel the Annual Fixed Rent in effect during Conditional First Renewal Term Election Notice. In the last twelve (12) month period of the Lease Term immediately prior event that Tenant fails to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at send a time and furthervalid Renewal Termination Notice, Tenant shall not be irrevocably deemed to have sent a Renewal Termination Notice electing under clause (i) above to withdraw the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofRenewal Condition.
Appears in 1 contract
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material non-monetary “Event of Default Default” (defined in Section 7.115.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a an assignment or subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 in accordance with Sections 12.2 and 12.8 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent and tax and operating cost bases, which shall be adjusted during the option periods period as hereinbelow set forthforth and except that there shall be no further option to extend) for two one (21) periods period of five (5) years each as hereinafter set forth. Each Such option period is sometimes herein referred to as an "the “Extended Term." ” Notwithstanding any implication to the contrary contrary, Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) If Tenant desires to exercise its applicable said option to extend the Term, then Tenant shall give notice (the “Extension Term Exercise Notice”) to Landlord, not earlier than sixteen eighteen (1618) months nor later than twelve (12) months prior to the expiration of the Original Lease Term, exercising such option to extend. Within thirty (30) days after ▇▇▇▇▇▇▇▇’s receipt of the Extension Term (as it may have been previously extended hereunder) of Tenant's request for Exercise Notice, Landlord shall provide Landlord's ’s quotation to Tenant of a proposed Annual Fixed Rent annual rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen Term (15) business days after receipt of Tenant's request“Landlord’s Extension Term Rent Quotation”). If at the expiration of thirty (30) days after the date when Tenant receives ▇▇▇▇▇▇’s receipt of Landlord's quotation of the proposed Annual Fixed ’s Extension Term Rent as aforesaid Quotation (the "“Extension Term Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent annual rental for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Extension Term Negotiation Period, to make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) an amount equal to ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended TermDetermination. If Tenant shall have failed to does not timely request the Broker Determination, then Tenant shall be deemed to have elected to withdraw its Extension Term Exercise Notice, in which event Tenant’s option to extend shall be deemed null and void and of no further force or effect. Notwithstanding the time periods set forth in the immediately preceding paragraph within which Tenant must deliver its Extension Term Exercise Notice, if the Premises is expanded pursuant to Article XVII below (or pursuant to a subsequent agreement between Landlord and Tenant) to consist of more than 97,242 but less than 200,000 square feet of rentable floor area, then if Tenant desires to exercise its option to extend the Term it shall give the Extension Term Exercise Notice not earlier than twenty-one (21) nor later than fifteen (15) months prior to the expiration of the Original Lease Term. If the Premises is expanded to consist of 200,000 square feet of rentable floor area or more, then if Tenant desires to exercise its option to extend the Term it shall give the Extension Term Exercise Notice not earlier than twenty-four (24) nor later than eighteen (18) months prior to the expiration of the Original Lease Term. Notwithstanding the foregoing, Tenant shall not lose its option to extend the Term if Tenant exercises an expansion option that causes it to exceed one of the above square footage thresholds after the applicable notice period for such threshold has otherwise passed (i.e. if Tenant exercises an expansion option during the sixteenth (16th) month prior to lease expiration that increases the size of the Premises to 210,000 square feet, Tenant will still have the option to extend the Term notwithstanding the fact that the Premises is now of a size where notice would have had to have been provided eighteen (18) months prior to the expiration of the Original Lease Term). In such event, Tenant shall be entitled to exercise its extension option within the time period it otherwise would have been required to do so under this Section 3.2(B) but for such expansion.
(C) Base Taxes (as that term is defined in Section 6.2(f) below) applicable during the Extended Term shall mean Landlord’s Tax Expenses for the then-current fiscal tax year as of the commencement of the Extended Term. Base Operating Expenses (as that term is defined in Section 7.4 below) during the Extended Term shall mean Landlord’s Operating Expenses for the calendar year in which such Extended Term commences.
(D) Upon the first to occur of (i) the agreement by Landlord and Tenant during the Extension Term Negotiation Period on an Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
or (Cii) Upon the giving of notice timely request by Tenant to Landlord exercising Tenant's option to extend the Lease Term for a Broker Determination in accordance with the provisions of Section 8.20(Bsubsection (B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.203.2; and in such event all references herein to the Lease Term or the Term term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires, and except that there shall be no further option to extend the Lease Term. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten five (105) years after the expiration of the Original Lease Term hereof.
(E) Time is of the essence with respect to the provisions of this Section 3.2
Appears in 1 contract
Sources: Lease Agreement (A123 Systems, Inc.)
Extension Option. (a) The Borrower may request an extension of the Maturity Date for additional one year periods (each, an “Extended Maturity Date”); provided that the Borrower (i) provides written notice requesting the extension to the Facility Agent not less than 25 days nor more than 60 days prior to the first anniversary or second anniversary of the Effective Date of the Facility, as applicable and (ii) delivers to the Facility Agent a certificate signed by a duly authorized officer certifying (A) On a copy of the conditions resolutions of the Borrower’s Board of Directors approving the Extended Maturity Date, (which conditions Landlord B) no Default or Event of Default has occurred and is continuing, and (C) no more than two extension requests shall be made. The Facility Agent shall promptly notify each of the Lenders of such request. Each Lender will respond to such request, whether affirmatively or negatively, as it may waive by written elect in its sole discretion, within ten Business Days of such notice to Tenantthe Facility Agent. The Commitments of those Lenders which have responded affirmatively shall be extended, subject to receipt by the Facility Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) that both at duly completed and signed by the time of exercise Borrower, the Facility Agent and all of the herein described applicable option Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.24(a) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Required Lenders.
(b) If any Lender rejects, or is deemed to have rejected, the Borrower’s request to extend and as of the commencement of the Extended Term in question its Commitment (each, a “Non-Extending Lender”), (i) there exists no monetary this Agreement shall terminate on the Maturity Date or other material Event of Default the initial Extended Maturity Date, as applicable, with respect to such Non-Extending Lender (defined in provided that such Non-Extending Lender’s rights under Sections 2.16, 2.19 and 9.4 and obligations under Section 7.19.12 shall survive the Maturity Date or the initial Extended Maturity Date, as applicable, as to matters occurring prior to such date), (ii) this Lease is still in full force the Borrower shall pay to such Lender on the Maturity Date or the initial Extended Maturity Date, as applicable, any amounts due and effect, payable hereunder to such Lender on such date and (iii) Tenant has not sublet more than fifty percent the Borrower may, if it so elects, designate a Person to become a Lender after consultation with the Facility Agent, or agree with an existing Lender that such Lender’s Commitment shall be increased (50%) each, an “Assuming Lender”), in each case to assume, effective as of the Rentable Floor Area Maturity Date or the initial Extended Maturity Date, as applicable, any Non-Extending Lenders’ Commitments and all of the Premises (except for a subletting permitted obligations of such Non-Extending Lenders under this Agreement thereafter arising relating to such Commitments, without Landlord's consent under Section 5.6.1 hereof recourse to or warranty by, or expense to such Non-Extending Lenders; provided that any occupancy permitted under Section 5.6.6 hereof), Tenant shall have such designation or agreement may not increase the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result aggregate amount of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent Commitments under this Section 8.20 and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request Facility. The assumptions provided for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein 2.24(b) shall be subject to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofconditions that:
Appears in 1 contract
Sources: Credit Agreement (Philip Morris International Inc.)
Extension Option. During the Expansion Term, Tenant shall continue to have one (A1) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend and as the term of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area of for the Premises for one (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth1) for two (2) periods consecutive period of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication years, subject to the contrary Landlord has no obligation to make any additional payment to Tenant terms and conditions set forth in respect Section 5 of any construction allowance or the like or to perform any work Exhibit F to the Premises as a result Lease. Tenant may renew less than all of the exercise by rentable square footage within the Premises, provide, however, that Tenant must renew not less than 35,000 rentable square feet of any such option (although space, and the absence location of any construction or other refurbishment allowance from Landlord for the Extended Term which shall be a factor considered determined by all parties Landlord acting reasonably and in determining good faith. Notwithstanding anything in the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires Lease to the contrary, ▇▇▇▇▇▇’s notice of its election to exercise its applicable option to extend the Term, then Tenant such Extension Option shall give notice to Landlord, not earlier than sixteen must be received by Landlord at least nine (169) months nor later prior to the Expansion Expiration Date, but no earlier than twelve (12) months prior to Expansion Expiration Date. The option herein granted shall be deemed to be personal to Tenant, and if Tenant assigns or transfers any interest thereof to another party (other than pursuant to a Permitted Transfer or if Tenant is then subleasing more than 25% of the expiration rentable square footage within the Premises), 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 grace period, then there shall be no extension or renewal of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation provided herein. As they apply to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt of Tenant's request. If at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option ▇▇▇▇▇▇’s right to extend the Lease Term in accordance with term of the provisions of Section 8.20(B) aboveLease, then this Lease the parties acknowledge and agree that the Lease Term hereof terms “extend,” “extension,” “renew,” and/or “renewal” shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofsame.
Appears in 1 contract
Sources: Office Lease (ServiceTitan, Inc.)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described then applicable option to extend and as at the commencement date of the commencement of the Extended Term in question then applicable extension option period (i) there exists no monetary or other material Event of Default (defined in Section 7.1)) and there have been no more than two (2) Event of Default occurrences during the twenty-four (24) months immediately preceding the date of Tenant’s exercise notice, (ii) this Lease is still in full force and effect, and (iii) Tenant has not neither assigned this Lease nor sublet more than fifty twenty-five percent (5025%) of the Rentable Floor Area of the Premises (except for a an assignment or subletting permitted without Landlord's ’s consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) successive periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "“Extended Term." ” Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option (although the absence of any construction or other refurbishment allowance from Landlord for the Extended Term shall be a factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H)option.
(B) (i) If Tenant desires to exercise its the then applicable option to extend the Term, then Tenant shall give notice (the “Exercise Notice”) to Landlord, not earlier than sixteen twenty-one (1621) months nor later than twelve eighteen (1218) months prior to the expiration of the then Term of this Lease Term (as it may have been previously extended hereunderextended) exercising such option to extend. Promptly after Landlord’s receipt of Tenant's request for the Exercise Notice Landlord shall provide Landlord's ’s quotation to Tenant of a proposed Annual Fixed Rent for the then applicable Extended Term, which quotation Landlord shall deliver to Tenant in writing within fifteen Term (15) business days after receipt of Tenant's request“Landlord’s Rent Quotation”). If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant receives Landlord's quotation of the proposed Annual Fixed Rent as aforesaid (the "“Negotiation Period"”), Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the then applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit HF) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determination, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option, and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofF.
Appears in 1 contract