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
Samples: Lease Agreement (Irobot Corp), Lease Agreement (Irobot Corp), Lease Agreement (Irobot Corp)
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
Samples: Credit Agreement (Altria Group, Inc.), 5 Year Revolving Credit Agreement (Altria Group, Inc.), Credit Agreement (Altria Group, Inc.)
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 xxxxx 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 xxxxx 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
Samples: Office Lease Agreement (Imprivata Inc), Office Lease Agreement (Imprivata Inc), Office Lease Agreement (Imprivata 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
Samples: 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. 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
Samples: Office Lease (Avedro Inc), Office Lease (Avedro Inc)
Extension Option. 54.1. So long as Tenant is not in default under this Lease, Tenant shall have an option to extend the Term of this Lease for two (A2) On the conditions additional periods of five (which conditions Landlord 5) years each (each a "Renewal Period"). The option for each such additional 5-year Renewal Period term may waive be exercised by Tenant only by written notice (the "Extension Exercise Notice") given to TenantLandlord not later than the date which is at least fifteen (15) that both at months prior to the time of exercise expiration of the herein described applicable Term, in the case of the first 5-year option, and at least fifteen (15) months prior to the expiration of the first Renewal Period (each an "Option Exercise Date"), in the case of the second Renewal Period. In the event that Tenant exercises the option to extend and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event accordance with the provisions hereof, the Term shall be extended accordingly. Tenant's extension option for the first Renewal Period shall be for a minimum 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 Centerpointe I Building in a contiguous block of space and shall be for a subletting permitted without Landlordno less than one-half of any particular floor. Tenant'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 extension option for the Annual Fixed Rent which second Renewal Period 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 one hundred percent (95100%) of the Prevailing space for which Tenant exercised the extension option during the first Renewal Period. Upon the commencement of each Renewal Period, Landlord shall grant to Tenant a reasonable refurbishment allowance in such amount as may be mutually agreed to by Landlord and Tenant, which amount shall be agreed to in conjunction with, and as a component of, the determination of "Market Rent (Rental Value", as defined described below. Except as stated below in Exhibit H) as determined by this Article, all of the Broker Determination or (b) the Annual Fixed Rent terms and conditions of this Lease in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Termthe respective Renewal Period shall equally pertain in all respects to the respective Renewal Period. 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 All references 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 include the Lease Term, as so extendedapplicable Renewal Period, unless the context clearly otherwise requiresindicates that another meaning is intended. 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 the extension option for the second Renewal Period unless it has duly Tenant had previously exercised its the extension option for the 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 Period.
Appears in 2 contracts
Samples: Lease Agreement (American Management Systems Inc), Lease Agreement (American Management 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 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
Samples: Lease Agreement (Vistaprint LTD), Lease Agreement (Vistaprint LTD)
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
Samples: 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 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
Samples: 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 Xxxxxxxx’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
Samples: Lease Agreement (Upstream Bio, Inc.), Lease Agreement (Upstream Bio, Inc.)
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
Samples: Lease Agreement (Adamas Pharmaceuticals Inc), Lease Agreement (Adamas Pharmaceuticals Inc)
Extension Option. Section 32.01 (Aa) On the conditions (which conditions Landlord may waive by written notice to Tenant) Provided that both at the time of the exercise of the Extension Option (herein described applicable option to extend and as of the commencement of the Extended Term in question defined): (i) there exists no monetary or other material Event of Default (defined in Section 7.1), this Lease shall not have been terminated; (ii) Tenant shall not be in monetary default or material non-monetary default under this Lease is still in full force beyond any applicable notice and effect, cure period; and (iii) Tenant has not sublet more than fifty is in occupancy of at least seventy-five percent (5075%) of the Rentable Floor Area 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)that is being renewed, Tenant shall have the right option (the “Extension Option”) to unconditionally extend the Term hereof upon Term, as it relates to all or any portion of 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 Premises that constitutes a contiguous block of two (2) periods full floors starting at the top or bottom of the Premises for either one five (5) years each year period or one ten (10) year period (but not both), commencing on the day after the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as hereinafter set forth. Each option period is sometimes herein referred to as an "the case may be (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) If Tenant desires to exercise its applicable option to extend the Term, then . Tenant shall give exercise the Extension Option by written notice to Landlord, not earlier than sixteen (16) months nor Landlord given no later than twelve the date which is fifteen (1215) months prior to the expiration Expiration Date (TIME BEING OF THE ESSENCE as to such date) and once Tenant exercises the Extension Option, Tenant may not thereafter revoke such exercise. If any of the Lease Term conditions set forth in clauses (as it may have been previously extended hereunderi) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for through (iii) above are not fulfilled at the applicable Extended Termtime, which quotation the Extension Option shall be void and of no further force or effect and Tenant shall have no further Extension Option. Landlord shall deliver to Tenant in writing shall, within fifteen ten (1510) business days after Landlord’s receipt of Tenant's request. If at the expiration of thirty (30) days after notice from Tenant exercising the date when Extension Option give Tenant receives Landlord's quotation of a notice specifying the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period")reasons, if any, Landlord and Tenant have not reached agreement on a determination is rejecting Tenant’s exercise 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 quotationExtension Option.
(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 2 contracts
Samples: Lease (Warner Music Group Corp.), Lease (Warner Music Group Corp.)
Extension Option. (Aa) On Provided (i) no Event of Default nor an event which, with the conditions passage of time and/or the giving of notice would constitute an Event of Default remains uncured (which conditions Landlord may waive by written notice to Tenant1) that both at the time of exercise as of the herein described applicable option to extend date of the Extension Notice (hereinafter defined), and as of (2) at the commencement of the Extended Extension Term in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1hereinafter defined), ; and (ii) Lessee’s interest in this Lease is still in full force shall not have been assigned and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of the Rentable Floor Area no part 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)shall have been sublet, Tenant Lessee shall have the right and option (which may not be separated or severed from this Lease) to extend the Term hereof upon all the same termsfor one (1) additional term of one (1) year (an “Extension Term”), conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods commencing 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 expiration of the Initial Term. Lessee must 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 by giving Lessor written notice (the Term, then Tenant shall give notice to Landlord, not earlier than sixteen “Extension Notice”) on or before the date that is six (16) months nor later than twelve (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 Initial Term of this Lease pursuant to Lease, time being of the essence. Upon the timely giving of such agreementnotice, then Tenant the Initial Term shall be deemed extended upon all of the terms and conditions of this Lease, except that (a) Basic Rent during each Extension Term shall be calculated in accordance with this Section 33.0, Lessor shall have no obligation to provide a Lessee allowance or other Lessee inducement of any kind, (b) Lessor shall have no obligation to perform any Lessor’s Work or to construct or renovate the rightPremises or make any decorations or improvements thereto and (c) there shall be no further right or option to extend the Term. If Lessee fails to give timely notice, for thirty (30) days following as aforesaid, Lessee shall have no further right to extend the expiration Term. Notwithstanding the fact that Lessee’s proper and timely exercise of such option to extend the Term shall be self-executing, the parties shall promptly execute a lease amendment reflecting such Extension Term after Lessee exercises such option. The execution of such lease amendment shall not be deemed to waive any of the Negotiation Period, conditions to make a request to Landlord Lessee’s exercise of its rights under this Section 33.0
(b) The Basic Rent for a broker determination each year during the Extension Term (the "Broker Determination"“Extension Term Basic Rent”) of the Prevailing Market Rent (as defined in Exhibit H) for the applicable Extended Term, which Broker Determination shall be made determined in accordance with the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed process described hereafter. Extension Term Basic Rent for the applicable Extended Term shall be the greater of (ai) ninety-five percent (95%) of the Prevailing Market Basic Rent (as defined in Exhibit H) as determined by the Broker Determination or (b) the Annual Fixed Rent in effect during for the last twelve (12) month period of the Lease Initial Term, or (ii) the fair market rental value of the Premises then demised to Lessee as of the commencement of the Extension 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 determined in accordance with the provisions process described below, for renewals of Section 8.20(B) aboveoffice/laboratory space in the Cambridge, then this Lease Massachusetts area of equivalent quality, size, utility and location, with the length of the Extension Term and the Lease availability of parking and common use laboratory facilities of Lessor in the Building and to be taken into account. Within thirty (30) days after receipt of the Extension Notice, Lessor shall deliver to Lessee written notice of its determination of the 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 Basic Rent for the applicable Extended Extension Term. Lessee shall, within thirty (30) days after receipt of such notice, notify Lessor in writing whether Lessee accepts or rejects Lessor’s determination of the Extension Term as Basic Rent (“Lessee’s Response Notice”). If Lessee fails timely to deliver Lessee’s Response Notice, Lessor’s determination of the Extension Term Basic Rent shall be binding on Lessee.
(c) If and only if Lessee’s Response Notice is timely delivered to Lessor and indicates both that Lessee rejects Lessor’s determination of the Extension Term Basic Rent and that Lessee desires to submit the matter to arbitration, then the Extension Term Basic Rent shall be determined in accordance with the relevant manner procedure set forth in this Section 8.20; and in 33.0(c). In such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Lease Termevent, 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 within ten (10) days after receipt by Lessor of Lessee’s Response Notice indicating Lessee’s desire to submit the determination of the Extension Term Basic Rent to arbitration, Lessee and Lessor shall each notify the other, in writing, of their respective selections of an appraiser (respectively, “Lessor’s Appraiser” and “Lessee’s Appraiser”). Lessor’s Appraiser and Lessee’s Appraiser shall then jointly select a third appraiser (the “Third Appraiser”) within ten (10) days of their appointment. All of the appraisers selected shall be individuals with at least five (5) years’ commercial appraisal experience in the area in which the Premises are located, shall be members of the Appraisal Institute (M.G.I.), and, in the case of the Third Appraiser, shall not have acted in any capacity for either Lessor or Lessee within five (5) years of his or her selection. The three appraisers shall determine the Extension Term Basic Rent in accordance with the requirements and criteria set forth in Section 33.0(b) above, employing the method commonly known as Baseball Arbitration, whereby Lessor’s Appraiser and Lessee’s Appraiser each sets forth its determination of the Extension Term Basic Rent as defined above, and the Third Appraiser must select one or the other (it being understood that the Third Appraiser shall be expressly prohibited from selecting a compromise figure). Lessor’s Appraiser and Lessee’s Appraiser shall deliver their determinations of the Extension Term Basic Rent to the Third Appraiser within five (5) days of the appointment of the Third Appraiser and the Third Appraiser shall render his or her decision within ten (10) days after receipt of both of the other two determinations of the Extension Term Basic Rent. The Third Appraiser’s decision shall be binding on both Lessor and Lessee. Each party shall bear the cost of its own appraiser and shall share equally in the cost of the Third Appraiser. After the initial 36 months of the initial lease term, should Landlord seek to redevelop the property, Landlord, at his sole discretion, may terminate the lease upon six (6) months written notice. Any extension or extended lease term will continue to be subject to the redevelopment termination clause, after the expiration initial 36 months of the Original Term hereofinitial lease term.
Appears in 2 contracts
Samples: Lease (Aura Biosciences, Inc.), Lease (Aura Biosciences, 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 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
Samples: Lease Agreement (Care.com Inc), Lease Agreement (Care.com 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 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
Samples: Lease Agreement (Carbon Black, Inc.), Lease Agreement (Carbon Black, Inc.)
Extension Option. (Aa) On The Borrower shall have the conditions option of extending the Revolving Commitment Termination Date for two periods of six (which conditions Landlord may waive by 6) months each (each such option, the “Extension Option”), in each case subject to satisfaction of the following conditions:
(i) the Administrative Agent shall have received written notice of the extension request at least sixty (60) days, but not more than one hundred-twenty (120) days, prior to Tenantthe Revolving Commitment Termination Date or the date to which the Revolving Commitment Termination Date has been extended pursuant to the first Extension Option;
(ii) that both the payment to the Administrative Agent for the ratable benefit of the Lenders of an extension fee of 0.075% of the aggregate principal amount of the Revolving Commitments so extended at the time of exercise such extension;
(iii) all of the herein described applicable option to extend representations and warranties in the Loan Documentation shall be true and true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of the commencement date of the Extended Term effectiveness of such extension (or, if such representation or warranty relates to an earlier date, as of such earlier date);
(iv) no Default or Event of Default shall have occurred and be continuing, or would immediately result from, such extension of the Revolving Commitment Termination Date;
(v) each of the REIT Guarantor and any other Loan Parties shall have ratified their obligations under the Loan Documents to which they are parties;
(vi) the Borrower shall have paid all of Administrative Agent’s actual, reasonable expenses incurred in question respect of the extension, including reasonable and documented out-of-pocket attorneys’ fees to the extent such fees and expense are required to be paid pursuant to the Loan Documents; and
(vii) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying that each of the conditions set forth in clauses (i) there exists no monetary through (vi) has been satisfied and that the Borrower is in compliance with all the financial covenants set forth in Article VI both immediately before and immediately after giving effect to such extension (for the most recently ended four (4) Fiscal Quarters for which financial statements have been 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 were required to be delivered under Section 5.6.1 hereof 5.1(a) 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 Hb).
(Bb) If Tenant desires to exercise its applicable option to extend On the Term, then Tenant shall give notice to Landlord, not earlier than sixteen date of the satisfaction of the conditions set forth in Section 2.5(a) (16) months nor later than twelve (12) months so long as such date is prior to the expiration Revolving Loan Commitment Termination Date), the Revolving Loan Commitment Termination Date shall be extended to February 5, 2020. Upon satisfaction 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 conditions set forth in Exhibit H. If Tenant timely shall have requested Section 2.5(a) (so long as the Broker Determinationdate is prior to date to which the Revolving Commitment Termination Date has been extended pursuant to the first Extension Option), then the Annual Fixed Rent for the applicable Extended Term Revolving Loan Commitment Termination Date 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 extended to such Extended Term. If Tenant shall have failed to timely request the Broker DeterminationAugust 5, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation2020.
(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 2 contracts
Samples: Credit and Guaranty Agreement (CareTrust REIT, Inc.), Credit and Guaranty Agreement (CareTrust REIT, Inc.)
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
Samples: Lease Agreement (Dexcom Inc), Lease Agreement (Dexcom 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
Samples: Modification of Lease (Ambac Financial Group Inc), Modification of Lease (Ambac Financial Group 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
Samples: Office Lease (Marketo, Inc.), Office Lease (Marketo, 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
Samples: Credit Agreement (Philip Morris International Inc.), Credit Agreement (Philip Morris International Inc.)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise Article 35 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 Initial Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty percent (50%) of hereby entirely deleted from 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), Lease. 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 for a period of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended (the “Second Option 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 “Third Option Term”) commencing immediately after the Premises as a result expiration 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 previous Option Term, then as follows:
A. To exercise an Extension Option, Tenant shall give written notice of exercise to Landlord, Landlord not earlier less than sixteen nine (169) months nor later than twelve (12) calendar months prior to the expiration of the Lease Option Term or Second Option Term, as the case may be. Thereafter, not less than eight (as it may have been previously extended hereunder) 8) calendar months prior to the expiration of Tenant's request for Landlord's quotation the Option Term or Second Option Term, Landlord shall give written notice to Tenant of a proposed Annual Fixed Rent Landlord’s reasonable determination of the Minimum Rental for the applicable Extended Premises for the Second Option Term or the Third Option Term as the case may be (based on the then-prevailing net market rental rate for comparable space in the Building for the Second Option Term (or the Third Option Term). Tenant’s notice of exercise of an Extension Option and Landlord’s determination of the Minimum Rental shall be binding and irrevocable unless Tenant shall, which quotation at Tenant’s option, give Landlord shall deliver written notice of the withdrawal of Tenant’s notice of exercise of an Extension Option within twenty (20) days after Landlord’s notice of the Minimum Rental is given. Time is of the essence with respect to Tenant’s notices.
B. The Extension Options granted to Tenant are personal to the original Tenant and may be exercised only by the original Tenant while occupying the Premises, who does so without the intent of thereafter assigning this Lease or subletting the Premises or any portion thereof, and may not be exercised or be assigned, voluntarily or involuntarily, by or to any person or entity other than Tenant.
C. Tenant shall have no right to exercise an Extension Option, notwithstanding any provision in writing within fifteen the grant of the Extension Options to the contrary, (15i) business days during the period of time commencing on the date after receipt a monetary obligation to Landlord is due from Tenant and unpaid (without any necessity for notice thereof to Tenant) and continuing until the obligation is paid, or (ii) in the event that Landlord has given to Tenant three or more notices of Tenant's requestmonetary default whether or not the defaults are cured, during the 12-month period of time immediately prior to the time that Tenant attempts to exercise the subject Extension Option. If at Tenant shall have no Extension Option beyond the expiration of the Third Option Term.
D. Within thirty (30) days after the date when Tenant receives written request by 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 execute and deliver a document in form reasonably satisfactory to Landlord confirming any exercise or termination of an Extension Option, but an otherwise valid exercise of an Extension Option shall be fully effective whether or 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 hereofsuch confirming document is executed.
Appears in 2 contracts
Samples: Lease Amending Agreement, Lease Amending Agreement (Winmark Corp)
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
Samples: Purchase and Sale Agreement (Steadfast Income REIT, 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 ’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 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 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(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. (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 termsPremises then being leased hereunder, 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 (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; and (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 applicable terms below and the terms of Exhibit D. 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, which Broker Determination Landlord shall be made in notify Tenant of Landlord’s proposed reasonable determination of the manner set forth in Exhibit H. If Tenant timely shall have requested 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
Samples: Lease Agreement (SomaLogic, 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 October 31, 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 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
Samples: Commercial Loan Agreement (Red Oak Capital Fund IV, LLC)
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
Samples: Office Lease Agreement (Emmaus Life Sciences, 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
Samples: Lease (Parametric Technology 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 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 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 (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "each, commencing on the day succeeding the expiration of the Original Term or the preceding Extended Term." Notwithstanding any implication to , as the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or case may be, and ending on the like or to perform any work to day immediately preceding the Premises as a result fifth (5th) anniversary of the exercise by Tenant commencement of any such option (although Extended Term. All of the absence terms, covenants and provisions 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 Lease 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 immediately prior to the expiration of the Lease then current term (i.e. Original Term or Extended Term, as applicable) shall apply to each Extended Term except that (i) the Annual Fixed Rent for each Extended Term shall be the Market Rate (as hereinafter defined) for the Premises determined as of the date of the Election Notice, as designated by Landlord by notice to Tenant (“Landlord’s Notice”), but subject to Txxxxx’s right to dispute as hereinafter provided; and (ii) Tenant shall have no further right to extend the term of this Lease beyond the Extended Terms hereinabove provided. If Tenant shall elect to exercise any of the aforesaid options, it may have been previously extended hereundershall do so by giving Landlord notice (an “Election Notice”) of Tenant's request for its election not later than twenty-four (24) months, nor sooner than twelve (12) 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 Election Notice to Landlord or the Conditions are neither satisfied nor waived by Landlord's quotation , the term of this Lease shall automatically terminate no later than the end of the term then in effect, and Tenant shall have no further option to extend the term of this Lease, it being agreed that time is of the essence with respect to the giving of any such Election Notice. If Tenant shall extend the term hereof pursuant to the provisions of a proposed this Section 2.4, such extension shall (subject to satisfaction of the Conditions, unless waived by Landlord) be automatically effected without the execution of any additional documents, but Tenant shall, at Lxxxxxxx’s request, execute an agreement confirming the Annual Fixed Rent for the applicable Extended Term. The “Conditions” are that, which quotation Landlord shall deliver to Tenant in writing within fifteen (15) business days after receipt as 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")applicable Election Notice there shall exist no Default of Tenant and Tenant, 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 agreementits assignees and/or subtenants shall actually occupy, 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 Determinationaggregate, then the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five at least eighty percent (9580%) 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 quotationentire Premises.
(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. 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 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), 40.01. Tenant shall have the right option, provided Tenant is not in default hereunder beyond applicable notice and cure periods, 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 successive additional term of five FIVE (5) years each years, upon the same terms and conditions as hereinafter set forth. Each option provided herein, except that the annual minimum rental during said extension 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 as provided below, and Exhibit H).
(B) If except that Tenant desires to exercise its applicable option to extend the Term, then shall have no further extension options. Tenant shall give written notice to Landlord, Landlord not earlier less than sixteen nine (16) months nor later than twelve (129) months prior to the expiration last day of the Lease Term (as it may have been previously extended hereunder) initial term of Tenant's request for Landlord's quotation its election 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 extend the Term of this Lease pursuant to hereof, or 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 option 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 Termdeemed waived. If Tenant shall have failed to timely exercise such extension option, the parties will, at the request the Broker Determinationof either, then the Annual Fixed Rent execute an agreement in form for the applicable Extended Term recording, evidencing such extension. If Tenant shall be as set forth exercise such extension option, all references 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 to the Lease Term hereof shall automatically be deemed extended, for to mean 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, term as so extended, unless except where expressly otherwise provided.
Section 40.02. As of the context clearly otherwise requires. Notwithstanding anything contained herein first day of the extension term (“adjustment date”), the annual minimum rental shall be adjusted by multiplying the annual minimum rental payable hereunder during the last Lease Year of the prior Term, times a fraction having as its numerator the “Index” (hereinbelow defined) as of the adjustment date and as its denominator the Index in effect upon the Commencement Date; provided, however, the annual minimum rental payable subsequent to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and further, Tenant adjustment date shall not have be less than twenty-five (25%) percent greater than the right to exercise its second extension option unless it has duly exercised its first extension optionannual minimum rental payable during the last preceding Lease Year of the prior Term.
Section 40.03. The “Index” shall be defined as the United States Department of Labor, Bureau of Labor Statistics, “Consumer Price Index-All Urban Consumers - (CPI-U) N.Y., N. Y. - Northeastern NJ. (1982-84=100)”. If publication of such Index shall be discontinued, the adjustments in the annual minimum rental provided for in this Lease shall thereafter be computed on the basis of such other official price index as shall be most nearly comparable thereto, and /s/ [ILLEGIBLE] T /s/ [ILLEGIBLE] LL conversion tables, if any, issued upon the promulgation of such other official index, are to be used where applicable in no event shall making the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereofcomputation hereunder.
Appears in 1 contract
Samples: Lease Agreement (Cyoptics 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 90 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 2.20(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 2.12, 2.15 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, except in accordance with Section 2.21. 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 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 2.20(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 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
Samples: Credit Agreement (Philip Morris International Inc.)
Extension Option. A. Tenant shall have the option (Athe “Extension Option”) On to extend the conditions Original 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 (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 default beyond notice and cure periods (it being agreed that if at such time Landlord has provided Tenant a notice of default for which the applicable cure period has yet to expire, Tenant must cure such default within such cure period for Tenant’s exercise of the right hereunder to be valid) and shall not have previously been in default of its obligations under this Lease beyond any applicable notice and cure periods;
(ii) Tenant shall have had 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;
(iii) Tenant shall have continuously occupied 100% of the Premises; and
(iv) Simultaneously with the delivery of the Extension Notice and also at the commencement of the Extended Term, Tenant shall have delivered to Landlord an unaudited financial statement, certified as true and correct by an officer of Tenant and using generally accepted accounting principles, evidencing such net income during each of the periods specified in clause (ii) hereinabove. If the above conditions have not been satisfied, then the Extension Option shall be void and the Extension Notice previously sent by Tenant shall be nullified and of no effect. Notwithstanding anything to the contrary contained herein, Landlord hereby reserves the right, in its sole and absolute discretion, to waive any condition set forth in clauses (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) of this Section 2.3. No such waiver shall be effective unless communicated by Landlord to Tenant has not sublet more than fifty percent (50%) in writing and shall be used for the sole purpose of giving effect to the Extension Option and no other purpose.
B. 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), Tenant shall have the right to extend 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 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 the fair-market rental rate for comparable space in comparable buildings in the Burlington, Massachusetts area as of the commencement of the Extended Term (“Market Rate”), as designated by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) Landlord. 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 to extend the Term, then Tenant shall give notice to Landlord, election not earlier than sixteen eighteen (1618) months nor and not later than twelve (12) months prior to the expiration of the Original Term of this Lease, time being of the essence thereof. If Tenant timely and properly gives such notice and satisfies the conditions specified above, the extension of this Lease Term shall be automatically effected without the execution of any additional documents. Tenant’s Extension Option is personal to the initial named Tenant, Myomo, Inc., and any Permitted Transferee (as it defined in Section 6.2.1(f) below), and, except in connection with a Permitted Transfer (as defined in Section 6.2.1(f) below), may have been previously extended hereundernot be assigned under any circumstances. The Original Term and the Extended Term shall be collectively referred to as the “Term” or the “term”.
C. Not later than thirty (30) 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 Txxxxx disagrees with Lxxxxxxx’s determination, then Landlord and Txxxxx shall commence negotiations to agree upon the expiration 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 commencement of 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 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 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) 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 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 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. 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 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 Extended Term, then Tenant shall have failed pay Fixed Rent under the Lease based upon the market rate designated by Landlord until either the agreement of the parties as to timely request the Broker Determinationmarket rate, then or the Annual decision of the Final Arbitrator, as the case may be, at which time Tenant shall pay any underpayment of Fixed Rent to Landlord.
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 applicable Premises during the Extended Term shall be as set forth in Landlord's original quotationTerm.
(C) Upon G. With respect to any assignment or subletting during 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 Original Term of this Lease (other than to a Permitted Transferee in connection with a Permitted Transfer), such assignment shall not include the Extension Option granted to Tenant, and such 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 1 contract
Samples: Office Lease (Myomo, 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
Samples: Office Lease (Avid Technology, 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/Xxxxxxx 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. (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
Samples: 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. (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 (iiior any successor by merger, or any Affiliate) Tenant has not sublet more than fifty percent (shall actually occupy at least 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)Premises, 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 forthyears. Each option period is sometimes herein referred to as an "The Extended Term." Notwithstanding any implication Term shall commence on July 1, 2014 and shall end on June 30, 2019. 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 such 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 Landlord by 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 Extended 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 not later than January 1, 2014. If Tenant fails to give such notice to Landlord, the term of this Lease shall automatically terminate no later than June 30, 2014, and Tenant shall have no further 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 term of this Lease pursuant unless otherwise agreed to such agreementby Landlord and Tenant, then Tenant shall have the right, 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 Termnotice. 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 Landlord and Tenant agree to enter into but the parties shall, at either’s request, 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 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
Samples: Lease (Cuisine Solutions 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 effecteffect and ---------------- Tenant is not in default hereunder, Tenant shall have the option (the "Extension Option") to extend the Term for the entire Premises for one (1) additional period of five (5) years (the "Extension Period") subject to the following terms and (iii) conditions:
a. Tenant has shall not sublet more than fifty percent (50%) have the right to assign the Extension Option to any sublessee or assignee of the Rentable Floor Area Premises, nor may such sublessee or assignee exercise or enjoy the benefit of such Extension Option (except to a permitted assignee or subtenant under Section 20.1 or an assignee or subtenant approved by Landlord in writing).
b. Tenant shall have given Landlord written notice of its exercise of the Premises Extension Option on or before one hundred eighty (except for a subletting permitted without Landlord's consent under Section 5.6.1 hereof 180) days prior to the expiration of the Term.
c. The Extension Option shall be only applicable to the entire Premises, as it may have expanded or any occupancy permitted under Section 5.6.6 hereof)contracted from time to time pursuant to the Terms of this Lease, as it may have been amended from time to time, or by other agreement of Landlord and Tenant; provided, however, Tenant shall have the right to extend omit the Term hereof upon all Basement Space from the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted Premises 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)Extension Period.
(B) If Tenant desires to exercise its applicable option to extend the Termd. The terms and conditions of this Lease, 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 amended from time to Tenant of a proposed Annual Fixed Rent for time, shall remain in full force and effect during any Extension Period except that 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 term "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 Base Rent" 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-modified to mean ninety five percent (95%) of the rent charged at the Prevailing Market Rent Rate (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 quotationhereinafter defined).
(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
Samples: Assignment of Lease (Vialog Corp)
Extension Option. (A) On The term of this Lease shall expire on the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise last day of the herein described applicable option to extend and as month preceding the Fifth Anniversary of the commencement Commencement date or if the Lease is extended as set forth below, the Tenth Anniversary 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 Commencement Date. In the event TENANT has not sublet more than fifty percent (50%) 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), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, and covenants and agreements herein contained (except of this Lease which are required of it, then TENANT is hereby granted an option for the Annual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2) periods of a five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to year extension from 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 day of the exercise by Tenant Fifth Anniversary of any such the Commencement Date through the last day of the month preceding the Tenth Anniversary of the Commencement Date. The 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 TENANT notifying LANDLORD in determining writing by certified or registered mail at least ninety (90) days before the Prevailing Market Rent under this Section 8.20 and Exhibit H).
(B) If Tenant desires Fifth Anniversary of the Commencement Date of its intention to exercise its applicable such option. If the option to extend the Termis not exercised as herein provided for, then Tenant the option right is being waived and the Lease shall give notice to Landlordterminate accordingly. If said option is exercised, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration all 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 Termterms, 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")conditions, 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 covenants of this Lease pursuant to such agreement, then Tenant shall have prevail and be binding upon 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) parties for the applicable Extended Term, which Broker Determination extended period. The annual base rental for the 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 $45,885.00 (a$15.00 sq. ft.) 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 payable 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, with such additional rent as is provided 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. The breakpoint for Percentage Rental payable by TENANT during each 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 Year of the Original Term hereofextension period shall begin upon the Gross Sales of the TENANT from the Leased Premises reaching One Million Five Hundred Twenty Nine Thousand Five Hundred (1,529,500.00) Dollars ($500.00/sq. ft.) breakpoint. Thereafter TENANT shall pay three percent (3%) of Gross Sales above this amount to LANDLORD.
Appears in 1 contract
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. Tenant acknowledges and agrees that except as otherwise expressly provided herein, Tenant has no options and/or rights to lease additional space or further extend the Extended Term. Notwithstanding the foregoing, subject to the terms of this Section 12, Landlord hereby grants to Tenant one (A1) On the conditions option (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 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 an additional period of five (5) years each (“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 the Amended Lease during the Extended Term." Notwithstanding any implication , except for the Monthly Base Rent, which shall initially be equal 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 “fair market rental rate” for the Premises for the Option Term as a result defined and determined in accordance with the provisions of Section 12.a. below, subject to fair market annual rent adjustments during the exercise Option Term. The Extension Option must be exercised, if at all, by written notice (“Extension Notice”) delivered by Tenant of any such option (although the absence of any construction or other refurbishment allowance from to 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 no sooner than sixteen (16) months nor later than that date which is twelve (12) months and no later than that date which is nine (9) 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. Provided Tenant has properly and timely exercised the Extension Option, 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 further extended by the greater of (a) ninety-five percent (95%) Option Term, and all terms, covenants and conditions of the Prevailing Market Amended Lease shall remain unmodified and in full force and effect, except that the Monthly Base 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 determined as set forth in Landlord's original quotationSection 12.a. below.
(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
Samples: Telecom Business Center NNN Lease (REVA Medical, Inc.)
Extension Option. (Aa) On The Borrower shall have the conditions option of extending the Revolving Commitment Termination Date for two periods of six (which conditions Landlord may waive by 6) months each (each such option, the “Extension Option”), in each case subject to satisfaction of the following conditions:
(i) the Administrative Agent shall have received written notice of the extension request at least sixty (60) days, but not more than one hundred-twenty (120) days, prior to Tenantthe Revolving Commitment Termination Date or the date to which the Revolving Commitment Termination Date has been extended pursuant to the first Extension Option;
(ii) that both the payment to the Administrative Agent for the ratable benefit of the Lenders of an extension fee of 0.075% of the aggregate principal amount of the Revolving Commitments so extended at the time of exercise such extension;
(iii) all of the herein described applicable option to extend representations and warranties in the Loan Documentation shall be true and true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of the commencement date of the Extended Term effectiveness of such extension (or, if such representation or warranty relates to an earlier date, as of such earlier date);
(iv) no Default or Event of Default shall have occurred and be continuing, or would immediately result from, such extension of the Revolving Commitment Termination Date;
(v) each of the REIT Guarantor and any other Loan Parties shall have ratified their obligations under the Loan Documents to which they are parties;
(vi) the Borrower shall have paid all of Administrative Agent’s actual, reasonable expenses incurred in question respect of the extension, including reasonable and documented out-of-pocket attorneys’ fees to the extent such fees and expense are required to be paid pursuant to the Loan Documents; and
(vii) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying that each of the conditions set forth in clauses (i) there exists no monetary through (vi) has been satisfied and that the Borrower is in compliance with all the financial covenants set forth in Article VI both immediately before and immediately after giving effect to such extension (for the most recently ended four (4) Fiscal Quarters for which financial statements have been 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 were required to be delivered under Section 5.6.1 hereof 5.1(a) or any occupancy permitted under Section 5.6.6 hereof(b), 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).
(Bb) If Tenant desires to exercise its applicable option to extend On the Term, then Tenant shall give notice to Landlord, not earlier than sixteen date of the satisfaction of the conditions set forth in Section 2.5(a) (16) months nor later than twelve (12) months so long as such date is prior to the expiration Revolving Loan Commitment Termination Date), the Revolving Loan Commitment Termination Date shall be extended to August 8, 2023. If the Revolving Commitment Termination Date has been extended pursuant to the first Extension Option, upon satisfaction 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 conditions set forth in Exhibit H. If Tenant timely shall have requested Section 2.5(a) (so long as the Broker Determinationdate is prior to date to which the Revolving Commitment Termination Date has been extended pursuant to the first Extension Option), then the Annual Fixed Rent for the applicable Extended Term Revolving Loan Commitment Termination Date 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 extended 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 quotationFebruary 8 2024.
(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
Samples: Credit and Guaranty Agreement (CareTrust REIT, 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 iu Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more assigned Tenant's interest in the Lease or subleased xxxx than fifty seventy-five percent (5075%) of the Rentable Floor Area of the Premises (Premises, except for in either case to a subletting permitted without Landlord's consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)Permitted Transferee, 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 contrary, Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the 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 the applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than sixteen nineteen (1619) months (except as set forth in Section 8.20(D) below) nor later than twelve thirteen (1213) months prior to the expiration 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 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"Landlord's requestRent Quotation"). If at Ifat the expiration of thirty twenty (3020) 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 Tem1and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty a period of five (305) business days following after the expiration of the Negotiation Period, (i) to make deliver to Landlord a notice ('Tenant's Rescission Notice") rescinding Tenant's Extension Exercise Notice, or (ii) to deliver to Landlord a request to Landlord ("Broker Determination Request") for a broker determination of Annual Market Rent for a broker determination (the "Broker Determination") of the Prevailing Annual Market Rent (as defined in Exhibit HExbibit J) for the applicable such Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant J. IfTenant timely gives Tenant's Rescission Notice, then Tenanf s Extension Exercise Notice shall be of no further force and effect. IfTenant timely shall have requested the Broker Determination, then the same shall constitute an agreement to extend the Term upon all of the same terms and conditions in this Lease, except the Annual Fixed Rent for the applicable such Extended Term Tenn shall be the greater of (a) ninety-five percent (95%) of the Prevailing Annual 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 fails to timely request the give either a Tenant's Rescission Notice or a Broker DeterminationDetermination Request, then the Annual Fixed Rent for the applicable Extended Term Tenant shall be as set forth in Landlorddeemed to have given a Tenant's original quotationRescission Notice.
(C) Upon the giving of notice the Extension Exercise Notice by Tenant to Landlord exercising Tenant's applicable option to extend the Lease Term in accordance with the provisions of Section 8.20(B) above, and subject to Tenant's right to give a Rescission Notice as set forth in 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, and except that there shall be no further option to extend the Lease Term beyond the Second Extended 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, option and in no event shall the Lease Term hereof Tem1hereof be extended for more than ten (10) years after the expiration of the Original Lease Term hereof.
(D) Notwithstanding the foregoing, in the event that Tenant delivers Tenant's Extension Exercise Notice pursuant to Section 2.1.2(D)(l 1) hereof, Tenant shall have irrevocably exercised the extension option in question on such delivery, and in that instance only the Extension Exercise Notice defined in Section 8.20 may be given prior to the date nineteen (19) months prior to the expiration of the then Term of the Lease; provided, however, that in such case Landlord shall not be obligated to quote the Annual Mm·ket Rent until fourteen (14) months prior to the commencement of the applicable
Appears in 1 contract
Samples: Sublease Agreement (Care.com Inc)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that 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 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) Hubspot, Inc., itself, a Permitted Tenant has not sublet more than fifty Successor, and/or Tenant Affiliates occupy one hundred percent (50100%) 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, then Tenant shall have the right to extend the Term hereof upon form the original expiration date hereof for one (1) periods of three (3) years. Such option period is sometimes referred to as the “Extended Term.” Such extension shall be on all of the same termsterms and conditions of this Lease, conditions, covenants and agreements herein contained (except for that the Annual Fixed Rent which shall be adjusted during equal to the option periods Fair Market Rental Value, as hereinbelow set forth) for two (2) periods determined below, as of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "the commencement of the Extended Term." Notwithstanding any implication to the contrary , and Landlord has no obligation to make any additional payment to Tenant in respect of provide 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)extension.
(B) If Tenant desires In order to exercise its applicable the option to extend the Term, then Tenant shall give notice (“Tenant’s Extension Notice”) thereof to Landlord, not earlier than sixteen fifteen (1615) months nor later than twelve (12) months 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 this Lease, whereupon Landlord shall tell Tenant of a the proposed Annual Fixed Rent for the applicable Extended Term, which quotation Term (“Landlord’s Quotation”). Such Tenant’s Extension Notice shall be irrevocable. Landlord and Tenant shall deliver attempt to Tenant in writing agree on the Annual Fixed Rent for the Extended Term 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 ’s Quotation (the "“Negotiation Period"”), . If Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the applicable Extended Term so agreed and executed a written instrument extending evidencing such agreement within the Term of this Lease pursuant to such agreementNegotiation Period, then Landlord and Tenant shall have the righteach, for thirty within seven (307) days following from the expiration of the Negotiation Period, to make designate an independent, licensed real estate broker, who shall have at least ten (10) years’ experience as a request to Landlord for a licensed real estate broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined specializing in Exhibit H) for the applicable Extended Term, which Broker Determination commercial leasing and who shall be made familiar with the commercial real estate market in which the manner set forth in Exhibit H. If Tenant timely Building is located. Said brokers shall have requested each determine the Broker Determination, then the Annual Fixed Fair Market Rent for the applicable Extended Term shall be Premises within fifteen (15) days. If the greater lower of (a) the two determinations is not less than ninety-five percent (95%) of the Prevailing higher of the two determinations, then the Fair Market Rent shall be the average of the two determinations. If the lower of the two determinations is less than ninety-five percent (as defined in Exhibit H95%) as determined of the higher of the two determinations, then the two brokers shall render separate written reports of their determinations and within fifteen (15) days thereafter the two brokers shall appoint a third broker with like qualifications. Such third broker shall be furnished the written reports of the first two brokers. Within fifteen (15) days after the appointment of the third (3rd) broker, the third broker shall appraise the Fair . Market Rent. The Fair Market Rent for purposes of this Section shall equal the average of the two closest determinations; provided, however, that (a) if any one determination is agreed upon by any two of the Broker Determination or brokers, then the Fair Market Rent shall be such determination, and (b) if any one determination is equidistant from 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 two determinations, then the Market Rent shall be such middle determination. The Annual Fixed Rent for the applicable Extended Term in question shall be the Fair Market Rent as set forth so determined. Landlord and Tenant shall each bear the cost of its broker and shall share equally the cost of the third broker. Among the factors to be considered in Landlord's original quotationdetermining Fair Market Rent shall be the rental rates then being obtained for renewal leases for similar space in office buildings of similar quality, in similar locations, that are of comparable age to the Building and are leased to first-class private sector tenants. All determinations shall reflect market conditions expected to exist as of the date Annual Fixed Rent based on Fair Market Rent is to commence.
(C) Upon the timely giving of notice by Tenant to Landlord exercising Tenant's option to extend ’s Extension Notice, the Lease Term in accordance with the provisions term 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, 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 mean the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein As soon as it is determined, Landlord and Tenant agree to enter into an document setting forth the contrary, in no event shall Tenant have Annual Fixed Rent for the right to exercise more than one extension option at a time and further, Extended Term. If Tenant shall not have the right to exercise its second timely give Tenant’s Extension Notice, then Tenant’s extension option unless it has duly exercised its first extension option, shall be void and in of no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereoffurther force and effect.
Appears in 1 contract
Samples: Lease Agreement (Hubspot Inc)
Extension Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) Provided that both at the time a Default 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 does 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)then exist hereunder, 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 of this 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 as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to years, commencing on 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 seventh (7th) anniversary of the exercise Term Commencement Date and expiring on the day immediately preceding the twelfth (12th) anniversary of the Term Commencement Date (the "EXTENSION TERM"), with such Extension Option to be exercised by Tenant of any such option delivering to Landlord written notice thereof (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).
"TENANT EXTENSION NOTICE") not less than 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 (169) months nor later and not more than twelve (12) months prior to the scheduled 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 The Extension Term shall be upon all the greater of same terms, covenants and conditions as the Initial Term, except (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit Hi) 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 DeterminationBasic Rent, then the Annual Fixed Rent for the applicable Extended Term which shall be determined as set forth in SECTION 1.1, (ii) that Tenant shall have no further extension rights unless otherwise agreed to in writing by Landlord, (iii) no additional payment shall be required by Tenant with respect to the Security Deposit or by Landlord with respect to Landlord's original quotation.
Contribution, and (Civ) Upon Tenant shall not be entitled to any period of "free rent" with respect to such Extension Term. Such exercise of the giving of notice by Tenant Extension Option shall be subject to Landlord exercising Tenant's option right to extend revoke such election upon an Impasse in accordance with SECTION 1.1 within the Lease Term three-day revocation period set forth therein. Notwithstanding any provision herein to the contrary, Tenant's Extension Option shall be null and void upon the occurrence of any of the following events: (i) Tenant's failure to exercise the Extension Option by the aforementioned date 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 herein, or (ii) Tenant assigning its interest in this Section 8.20; and in such event all references herein Lease, or (iii) subleases are, at the time Tenant delivers 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 contraryLandlord a Tenant Extension Notice, in no event shall Tenant have the right effect with respect 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 25% of the Original Term hereofPremises Rentable Area.
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Samples: Lease Agreement (Beacon Power Corp)
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
Samples: 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 in its sole discretion by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend Extension Option and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (as defined in Section 7.119.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet more than fifty then occupies one hundred percent (50100%) of the Rentable Floor Area entirety of the Premises initially demised Premises, 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)iv) Tenant shall have delivered to Landlord an extension of the Letter of Credit through the expiration of the Extended Term, then 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 as hereinbelow expressly set forthforth in this Section 3.3 and Section 3.4) 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 "(the “Extended Term." ”). Notwithstanding any implication provision of this Lease to the contrary contrary, except as expressly set forth in Section 3.4(e), 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)Extension Option.
(Bb) If Tenant desires to To exercise its applicable option to extend the TermExtension Option, then Tenant shall give written notice (the “Extension Exercise Notice”) to LandlordLandlord exercising the Extension Option, not earlier no later than sixteen nine (169) months nor later and no earlier than twelve (12) months prior to the expiration of the Lease Term Term. Within thirty (as it may have been previously extended hereunder30) days after receipt of Tenant's request for Landlord's quotation the Extension Exercise Notice, Landlord shall give to Tenant a quotation of a the proposed Annual Fixed Rent for the applicable Extended Term, which quotation Landlord shall deliver to Tenant Term based on Landlord’s determination of Prevailing Market Rent (as defined in writing within fifteen Section 3.4(d)) (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 may 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. Section 3.4. 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 quotation’s Rent Quotation.
(Cc) Upon the timely giving of notice the Extension 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) aboveLandlord, then this Lease and the Lease Term hereof shall automatically be deemed extended, extended for the applicable Extended TermTerm upon all of the agreements, terms, covenants and conditions of this Lease except as expressly set forth herein, 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 8.203.3 and in Section 3.4; 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 exercise, if applicable, of the Original Extension Option. If Tenant fails to give a timely Extension Exercise Notice, then Tenant shall have no further right to extend the Term hereofof the Lease pursuant to this Section 3.3.
Appears in 1 contract
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; and
(ii) this Lease is still in full force and effect, and (iii) Tenant has not sublet subleased 20% or more than fifty percent (50%) of the Rentable Floor Area rentable square footage 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, 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”), but in no event less than the average Annual Fixed Rent under Rate in effect during the immediately preceding term of this Section 8.20 Lease (i.e., during the Original Term and Exhibit Hduring the First Extended Term, as applicable).
. For the avoidance of doubt, the Annual Fixed Rent Rate during the First Extended Term shall be no less than $9.53 per rentable square foot of Premises (B) 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. 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
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 then sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's ’s consent under Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereofby Permitted Occupants), 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 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 the applicable option to extend the Term, then Tenant shall give notice to Landlord, Landlord (the “Extension Exercise Notice”) not earlier than sixteen twenty-four (1624) months (except to the extent that delivery of an earlier Extension Exercise Notice is required in order for Tenant to lease additional space at the Building or at 230 CityPoint for a term co-terminous with this Lease) nor later than twelve fifteen (1215) months prior to the expiration of the 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 Extension Exercise Notice, Landlord shall provide Landlord's ’s quotation to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term (“Landlord’s Rent Quotation”); provided, however, that if Tenant delivers the Extension Exercise Notice to Landlord at any time prior to the date which is eighteen (18) months prior to the expiration of the then-current Term, which quotation Landlord shall deliver not be required to Tenant in writing within fifteen provide Landlord’s Rent Quotation until that date which is seventeen (1517) business days after receipt months prior to the expiration of Tenant's requestthe then-current Term. 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 a period of ten (3010) business days following after the expiration of the Negotiation Period, (i) to make deliver to Landlord a notice (“Tenant’s Rescission Notice”) rescinding Tenant’s Extension Exercise Notice, or (ii) to deliver to Landlord a request to Landlord (“Broker Determination Request”) for a broker determination (the "Broker Determination") of the Prevailing Annual Market Rent (as defined in Exhibit Hthe “Broker Determination”) for the applicable such Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely gives Tenant’s Rescission Notice, then Tenant’s Extension Exercise Notice shall be of no further force and effect. If Tenant timely shall have requested the Broker Determination, then the same shall constitute an agreement to extend the Term upon all of the same terms and conditions in this Lease, except the Annual Fixed Rent for the applicable such Extended Term shall be the greater of (a) an amount equal to ninety-five percent (95%) of the Prevailing Annual 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 fails to timely request the give either a Tenant’s Rescission Notice or a Broker DeterminationDetermination Request, then the Annual Fixed Rent for the applicable Extended Term Tenant shall be as set forth in Landlord's original quotationdeemed to have given a Tenant’s Rescission Notice.
(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(B) above, but subject to Tenant’s right to give a Rescission Notice as set forth in 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, and except that there shall be no further option to extend the Lease Term beyond the second Extended 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, 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 hereof.
(D) Notwithstanding anything contained herein to the contrary, Tenant shall have the right to exercise its then-applicable option to extend the Lease Term with respect to less than the entirety of the Premises then being leased by Tenant provided that (i) Tenant in its Extension Exercise Notice designates the portions of the Premises proposed to be surrendered by Tenant effective as of the commencement of the applicable Extended Term (the “Surrendered Premises”), which such Surrendered Premises must be comprised of then leased contiguous space on floors 2, 3, 4 and/or 6 of the Building (e.g., Tenant must surrender an entire floor or the entire area on a floor partially leased by Tenant first, rather than the equivalent square footage over a series of floors) and be in a commercially rentable configuration (it being acknowledged and agreed that Tenant shall pay all costs and expenses associated with subdividing and separately physically demising the Surrendered Premises from the remainder of the Premises, if necessary), (ii) Tenant must directly lease and occupy at least 75,000 square feet of rentable floor area both at the time it exercises its option to extend and as of the commencement of the applicable Extended Term, and (iii) the terms and provisions of this Section 8.20 shall remain unmodified and in full force and effect with respect to those portions of the Premises not thus surrendered by Tenant (the “Remaining Premises”). If Tenant shall exercise its extension option with respect to less than the entirety of the Premises as set forth herein, (x) Tenant shall vacate the Surrendered Premises leaving the same in the condition required by this Lease upon the date which would have been the expiration date of the then-current Lease Term (had Tenant not exercised its option to extend with respect to the Remaining Premises), (y) the Surrendered Premises shall be removed from the Premises demised to Tenant under the Lease, (iii) the “Rentable Floor Area of the Premises” shall be reduced by the Rentable Floor Area of the Surrendered Premises and such reduced Rentable Floor Area of the Premises shall be used for purposes of calculating Tenant’s payments for Annual Fixed Rent, electricity, real estate taxes and operating costs from and after the commencement of the applicable Extended Term. In addition, Landlord and Tenant agree to execute an appropriate amendment to this Lease to reflect the removal of the Surrendered Premises from the space demised from Landlord to Tenant under the Lease.
Appears in 1 contract
Samples: Lease Agreement (Phase Forward Inc)
Extension Option. (Aa) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise Section 3.3 of the herein described applicable option to extend and Lease, 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)heretofore amended, (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), hereby deleted. Tenant shall have the right an 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) for two (2) periods an additional 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 upon all 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 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 (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 conditions of this Lease pursuant to such agreementLease, then Tenant shall have except that (i) the right, for thirty (30) days following Base Rent during 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 extension Term shall be the greater of (ax) ninety-five percent the Rent payable during the Lease Year immediately preceding the extension Term, and (95%y) the fair rental value of the Prevailing Market Rent Demised Premises at the date one (as defined 1) year prior to the commencement of the extension Term; (ii) Landlord shall have no obligation to do any work in Exhibit Hthe Demised Premises or give any work allowance; and (iii) as determined by there shall be no further option to extend beyond the Broker Determination or expiration of such extension Term.
(b) the Annual Fixed Rent in effect during the last twelve (12) month period Tenant’s option may be exercised only by written notice 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 exercise given by Tenant to Landlord exercising Tenant's at least one (1) year prior to the expiration of the initial Term. Failure to so exercise within such period shall render any subsequent attempted exercise void and of no effect, any principles of law to the contrary notwithstanding. Tenant shall have no right to exercise its option to extend the Lease Term in accordance with Term, and any attempted exercise shall be void and of no effect, if: (i) the provisions of Section 8.20(B) above, then named Tenant has assigned this Lease or has at any time subleased, in the aggregate, more than 50% of the Demised Premises to any party other than an Affiliate; or (ii) Tenant shall be in default hereunder and such default shall not have been cured at the Lease Term hereof shall automatically be deemed extendedtime of the attempted exercise or, for if such default occurs after Tenant’s attempted exercise of the applicable Extended option, at the time of the proposed commencement of the extension Term.
(c) In the event that, prior to the date six (6) months before the commencement of the extension Term, without the necessity for parties have not agreed upon the execution fair rental value of any additional documentsthe Demised Premises pursuant to subparagraph 4(a) herein, except that such value shall be determined by arbitration in Westport, CT before a single arbitrator as follows:
(i) Landlord and Tenant shall have ten (10) days within which to select one (1) mutually agreeable arbitrator. If Landlord and Tenant fail to agree on one (1) arbitrator within the ten (10) day period, either party may promptly request the American Arbitration Association to enter into appoint an instrument in writing setting forth the Annual Fixed Rent arbitrator for the applicable Extended Term as determined in the relevant manner set forth in this Section 8.20; matter, and in such event all references herein to the Lease Term or the Term of this Lease said Association’s selection shall be construed binding upon Landlord and Tenant. Said Association shall appoint as referring to arbitrator an individual with 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 following qualifications: 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 after years’ experience in the expiration valuation of commercial rental properties in southern Fairfield County; and has never been a direct or indirect employee or agent of either Landlord or Tenant.
(ii) Landlord and Tenant shall each submit to the arbitrator, in writing, a good faith determination of the Original Term hereoffair rental value of the Demised Premises.
(iii) The arbitrator selected must choose either Landlord’s or Tenant’s good faith determination of the fair rental value of the Demised Premises, and the arbitrator’s choice shall be final and binding upon the parties. In determining the fair rental value of the Demised Premises and which of Landlord’s or Tenant’s determinations to select, the arbitrator shall consider all relevant factors. From the date of appointment, the arbitrator shall have 30 days within which to render a decision as to the fair rental value of the Demised Premises. The determination of fair rental value by the arbitrator shall be binding upon the parties and may be entered as a judgment in any court of competent jurisdiction. The arbitrator shall determine the liability of the parties for the costs of the arbitration and may allocate counsel fees, witness fees and other costs between the parties.
Appears in 1 contract
Extension Option. (Aa) On The Borrower may request an extension of the conditions Maturity Date for additional one year periods (which conditions Landlord may waive by each, an “Extended Maturity Date”); provided that the Borrower (i) 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 (ii) delivers to the Facility Agent a certificate signed by a duly authorized officer certifying (A)(A) a copy of the resolutions of the Borrower’s Board of Directors approving the Extended Maturity Date, (B)(B) no Default or Event of Default has occurred and is continuing, and (C)(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 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 its Commitment (each, a “Non-Extending Lender”), (i)(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 2.16, 2.19 and 9.4 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)(ii) the Borrower shall pay to such Lender on the Maturity Date or the initial Extended Maturity Date, as applicable, any amounts due and payable hereunder to such Lender on such date and (iii)(iii) 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 (each, an “Assuming Lender”), in each case to assume, effective as of the commencement Maturity Date or the initial Extended Maturity Date, as applicable, any Non-Extending Lenders’ Commitments and all of the Extended Term in question (i) there exists no monetary obligations of such Non-Extending Lenders under this Agreement thereafter arising relating to such Commitments, without recourse to or other material Event of Default (defined in Section 7.1)warranty by, (ii) this Lease is still in full force and effect, and (iii) Tenant has or expense to such Non-Extending Lenders; provided that any such designation or agreement may not sublet more than fifty percent (50%) increase the aggregate amount 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 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
Samples: Credit Agreement (Philip Morris International Inc.)
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
Samples: Lease (Network Plus Corp)
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
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Samples: 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 (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), 2.3.1 Tenant shall have the right 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. Each option period is sometimes herein (the “Extension Term”) commencing upon the expiration of the original Term referred to as an "Extended in Section 2.2 (the “Original 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 provided that Tenant shall give Landlord written notice to Landlord, not earlier than sixteen of Xxxxxx’s irrevocable exercise of such option at least nine (16) months nor later than twelve (129) months prior to the expiration of the Lease Term (Original Term, as it the same may have been previously extended hereunder) to date, and provided further that at both the time 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 giving such notice and at the expiration of thirty (30) days after the date when Tenant receives Landlord's quotation time of the proposed Annual Fixed Rent as aforesaid commencement of the Extension Term: (a) the "Negotiation Period")Lease is in full force and effect, Landlord (b) Tenant is not in default, beyond applicable notice and Tenant have not reached agreement on a determination cure periods, in the performance or observance of an Annual Fixed Rent for any of the applicable Extended Term terms and executed a written instrument extending the Term provisions of this Lease on the part of the Tenant to be performed or observed, (c) Tenant has neither assigned the Lease nor sublet all or a portion of the Premises (other than as part of a Permitted Transfer (as such term is hereinafter defined)), and (d) Tenant is occupying the entire Premises (other than any portion of the Premises occupied by a subtenant or assignee pursuant to a Permitted Transfer). Prior to the exercise by Tenant of such agreementoption, then Tenant the expression “Term” shall have mean 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 Original Term, which Broker Determination and after the exercise by Tenant of such option, the expression “Term” shall mean the Original Term as it has been extended by the Extension Term. All the terms, covenants, conditions, provisions and agreements in the Lease contained shall be made in applicable to the manner set forth in Exhibit H. If Extension Term, except that (i) Landlord shall not be obligated to undertake any Landlord Work or leasehold improvements or otherwise prepare the Premises for Tenant timely shall have requested the Broker Determinationor provide any tenant allowance to Tenant, 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 (bii) the Annual Fixed Base 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.
below, and (Ciii) 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 extend the Term for 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 hereof1)
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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.
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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:
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Samples: Lease Agreement (Micros Systems Inc)
Extension Option. (A) On Landlord and Tenant agree that Tenant shall have 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 Lease Term (the “Extension Option”) for one (1) additional period of five (5) years following expiration of the commencement of Initial Term on May 31,2030 (the Extended Term “Extension Term”) in question (i) there exists no monetary or other material Event of Default (defined in Section 7.1)accordance with the following:
i. Tenant may not exercise the Extension Option unless, on the date when such option is exercised, (iia) this Lease is still in full force and effect, (b) no Event of Default, and no event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default has occurred and is continuing, and (iiic) Tenant has not sublet more previously exercised its Termination Option as set forth in Section 2.e of this Sixth Amendment;
ii. Tenant shall exercise the Extension Option by giving Landlord written notice to such effect (which notice shall be irrevocable) no later than fifty percent (50%) May 31, 2029. Upon the giving of such notice, this Lease shall be deemed to be extended for the period of the Rentable Floor Area Extension Term without the execution of any further instrument (although either Party may request an amendment to the Premises (except for Lease to reflect such extension and the terms thereof, in which case both Parties will in good faith negotiate and execute such an amendment). The failure to give such notice by such date shall constitute a subletting permitted without Landlord's consent under Section 5.6.1 hereof or waiver by Tenant of 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 forthLease Term; and
iii. 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 The provisions of the Lease Term (as it may have been previously extended hereundermodified and/or amended by the First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment and this Sixth Amendment) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual Fixed Rent for shall remain in full force and effect during the applicable Extended 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 (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 except that (a) ninety-five percent (95%) of the Prevailing Market Rent (as defined in Exhibit H) as determined Lease Term will be extended by the Broker Determination or period of such Extension Term, (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 Base Rent for the applicable Extended Extension Term shall be increase by two percent (2.0%) per annum as set forth in Landlord's original quotation.
Section 2.c of this Sixth Amendment, (Cc) Upon Tenant shall have no further right to renew 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 (d) Tenant’s Termination Option as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to 2.e of the Lease Term or the Term of this Lease Sixth Amendment shall be construed as referring deemed to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein to the contrary, in have been relinquished and waived by Tenant and shall 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 longer be extended for more than ten (10) years after the expiration of the Original Term hereofexercisable or effective.
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Extension Option. (A) On Provided that Tenant satisfies all of the conditions Extension Option Conditions, as hereinafter defined (any of which conditions Extension Option 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 Lease Term hereof for up to two (2) periods of five (5) years each upon all the same terms, conditions, covenants and agreements herein contained contained, except (except for i) the Annual Fixed Rent which shall be adjusted during the option periods period as hereinbelow set forth, (ii) there shall be no further option to extend the Term of this Lease after the second (2nd) Extended Term, and (iii) Tenant shall not receive any free rent or abatement with respect to the Premises for two (2) periods of five (5) years each as hereinafter set forththe Extended Term. Each 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 option. Tenant shall be a factor considered by all parties in determining deemed to have satisfied the Prevailing Market Rent under this Section 8.20 and Exhibit H).
“Extension Option Conditions” if: (B1) If Tenant desires to at the time of exercise its applicable of the herein described option to extend the Termthere exists no continuing monetary or material non-monetary Event of Default, and this Lease is then Tenant shall give notice to Landlordin full force and effect, not earlier than sixteen (162) months nor later than twelve (12) months prior to the expiration as of the Lease Term (as it may have been previously extended hereunder) commencement 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 there exists no continuing Event of Default pursuant to Tenant subsections (f) through (k) of Section 15.1, and this Lease is then in writing within fifteen full force and effect, and (153) business days after receipt of Tenant's request. If at the expiration time of thirty (30) days after the date when Tenant receives Landlord's quotation exercise of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period")herein described option to extend, Landlord and Tenant have is 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 subletting more than fifty percent (9550%) 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 Rentable Floor Area of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determinationthen-current Premises, then the Annual Fixed Rent except 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 a Permitted Transfer permitted in accordance with Section 12.2 hereof (“Extension Option Occupancy Test”); Landlord hereby agreeing, however, that if Tenant fails to satisfy the provisions Extension Option Occupancy Test as of Section 8.20(B) abovethe time of option exercise, then this Lease and the Lease Term hereof shall automatically Tenant will be deemed extendedto have satisfied the Extension Option Occupancy Test, for if the applicable Extension Option Occupancy Test is satisfied in all respects as of the commencement of the 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
Samples: Lease Agreement (Rapid7, Inc.)
Extension Option. 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 of the commencement of the Extended New Term in question for one (i1) 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 additional period of five (5) years each years, on the same terms, covenants and conditions as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication provided for in the Lease, except for the Monthly Base Rent, which shall initially be equal 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 “Fair Market Rental Value” for the Premises for the option term as a result defined and determined in accordance with the provisions of Article 51 of the exercise Lease; provided, however, the Extension Option must be exercised, if at all, by written notice (“Extension Notice”) delivered by Tenant of any such option (although the absence of any construction or other refurbishment allowance from to 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 no sooner than sixteen (16) months nor later than that date which is twelve (12) months and no later than that date which is nine (9) months prior to the expiration of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for New Term. The Extension Option shall, at Landlord's quotation ’s sole option, not be deemed to Tenant of a proposed Annual Fixed Rent be properly exercised if, at the time the Extension Option is exercised or on the scheduled commencement date for the applicable Extended Option 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 has (a) ninety-five percent (95%) committed an uncured event of default whose cure period has expired pursuant to Section 22 of the Prevailing Market Rent Lease (as defined or if Tenant would be in Exhibit H) as determined by default but for the Broker Determination passage of time, the giving of notice or both), (b) except for an assignment to an Affiliate, assigned the Annual Fixed Rent in effect during Lease or its interest therein, or (c) except for a sublease to an Affiliate, sublet all or any portion of the last twelve (12) month period New Premises’ total rentable square feet of the Premises. Provided Tenant has properly and timely exercised the Extension Option, the New Term of the Lease Term immediately prior to such Extended shall be extended by the Option Term. If Tenant , and all terms, covenants and conditions of the Lease shall have failed to timely request remain unmodified and in full force and effect, except that the Broker Determination, then the Annual Fixed Monthly Base Rent for the applicable Extended Term shall be as set forth above, and except that there shall be no remaining Extension Options. Landlord and Tenant hereby acknowledge and agree that, except as provided in Landlord's original quotation.
(C) Upon this Section 11, any and all provisions of the giving Lease providing for an extension or renewal of notice by the Term of the Lease, are hereby deleted in their entirety and Tenant to Landlord exercising Tenant's option has no further options 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 New 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
Samples: Lease Agreement (Everbridge, Inc.)
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
Samples: Lease Agreement (Hemacare Corp /Ca/)
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
Samples: Lease Agreement (LogMeIn, Inc.)
Extension Option. (A) On Provided that Tenant satisfies all of the conditions Extension Option Conditions, as hereinafter defined (any of which conditions Extension Option 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 Lease Term hereof for up to two (2) periods of five (5) years each upon all the same terms, conditions, covenants and agreements herein contained contained, except (except for i) the Annual Fixed Rent which shall be adjusted during the option periods period as hereinbelow set forth, (ii) there shall be no further option to extend the Term of this Lease after the second (2nd) Extended Term, and (iii) Tenant shall not receive any free rent or abatement with respect to the Premises for two (2) periods of five (5) years each as hereinafter set forththe Extended Term. 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 option. Tenant shall be a factor considered by all parties in determining deemed to have satisfied the Prevailing Market Rent under this Section 8.20 and Exhibit H).
“Extension Option Conditions” if: (B1) If Tenant desires to at the time of exercise its applicable of the herein described option to extend the Termextend, there exists no continuing monetary or material non-monetary Event of Default and this Lease is then Tenant shall give notice to Landlordin full force and effect, not earlier than sixteen (162) months nor later than twelve (12) months prior to the expiration as of the Lease Term (as it may have been previously extended hereunder) commencement 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 there exists no continuing Event of Default pursuant to Tenant subsections (f) through (k) of Section 15.1, and this Lease is then in writing within fifteen full force and effect, and (153) business days after receipt of Tenant's request. If at the expiration time of thirty (30) days after the date when Tenant receives Landlord's quotation exercise of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period")herein described option to extend, Landlord and Tenant have is 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 subletting more than fifty percent (9550%) 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 Rentable Floor Area of the Lease Term immediately prior to such Extended Term. If Tenant shall have failed to timely request the Broker Determinationthen-current Premises, then the Annual Fixed Rent except 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 a Permitted Transfer permitted in accordance with Section 12.2 hereof (“Extension Option Occupancy Test”); Landlord hereby agreeing, however, that if Tenant fails to satisfy the provisions Extension Option Occupancy Test as of Section 8.20(B) abovethe time of option exercise, then this Lease and the Lease Term hereof shall automatically Tenant will be deemed extended, for to have satisfied the applicable Extension Option Occupancy Test if the Extension Option Occupancy Test is satisfied in all respects as of the commencement of the 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
Samples: Lease Agreement (Rapid7, Inc.)
Extension Option. (Aa) On Subject to 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)terms, (ii) this Lease is still in full force and effectprovisions, covenants, and (iii) Tenant has not sublet more than fifty percent (50%) conditions of the Rentable Floor Area of the Premises (except for a subletting permitted without Landlord's consent under this Section 5.6.1 hereof or any occupancy permitted under Section 5.6.6 hereof)40, Tenant shall have the right to extend the Term hereof upon all the same termshave, conditionsand is hereby granted, 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 separate options (each, an “Extension Option”) to extend the Lease Term, each for additional period of five (5) years commencing on the end of the Initial Term (each, an “Extended Term”), or Extended Term, as the case may be. The Extension Option shall be exercised by Tenant, if at all, by giving binding written notice (the “Extension Notice”) thereof to Landlord on or before, but not later than six (6) months prior to the end of the Initial Term, or Extended Term (each, “Extension Option Exercise Date”). In the event that Xxxxxx fails to deliver the Extension Notice to Landlord by each as applicable Extension Option Exercise Date, Tenant shall be deemed to have irrevocably waived the Extension Option hereunder, and the same shall be and become null, void, and of no further force or effect, time being of the essence in the delivery of Tenant’s Extension Notice hereunder. The Extended Term and Initial Term may hereinafter set forth. Each option period is sometimes herein collectively referred to as an "the “Term”.
(b) The Extended TermTerm shall be on the same terms, covenants, and conditions of this Lease, excluding the provisions of this Section 40, and except for the payment of Monthly Rent during the Extended Term(s)." 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 c) The Monthly 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 to the expiration of the Lease Term Rental Rate (as it may have been previously extended hereunderhereafter defined) 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 Termperiod. 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
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
Samples: Lease (Ariad Pharmaceuticals 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
Samples: Lease (Radius Health, Inc.)
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) 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 than fifty percent provides Landlord with a replacement Letter of Credit (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 amendment to the contrary Landlord has then-existing Letter of Credit) with an outside expiration date 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 sixty (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 (3060) days following the expiration of the Negotiation Periodapplicable Extension Term, Tenant may elect to make a request extend the Lease Term for two (2) consecutive five (5)- year periods (each, an “Extension Term”) by giving Landlord irrevocable notice of each such election (an “Extension Notice”) no later than eighteen (18) months, and no earlier than twenty- four (24) months, prior to Landlord for a broker determination (the "Broker Determination") expiration of the Prevailing initial Lease Term (or first Extension Term, as applicable). Such extension shall be upon all of the same terms, covenants, and conditions contained in this Lease, except that (a) Tenant shall have no further right to extend the Lease Term (other than, during the first Extension Term, the right to extend the Lease Term for the second Extension Term), (b) the Base Rent for (i) the first Extension Term shall be at a rate of $365,673.93 per month, and (ii) the second Extension Term shall be at a rate equal to Fair Market Rent (as defined in Exhibit Hbelow) for as of the applicable Extended commencement date of the second Extension Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely and (c) Landlord shall have requested no obligation to make or pay for any improvements to the Broker DeterminationPremises or Building or to pay any allowances, 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 brokerage commissions 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 inducements 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 hereofkind.
Appears in 1 contract
Samples: Lease Agreement (LogMeIn, Inc.)
Extension Option. Subject to Subsection B below, Subtenant may at its option extend the Term of this Lease for one period of approximately three (A3) On years and four (4) months, expiring September 30, 2007. Such period is called the conditions (which conditions Landlord may waive by written notice to Tenant) “Renewal Term”. The Renewal Term shall be upon the same terms contained in this Sublease, except 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 Sublandlord shall have no monetary or other material Event of Default (defined obligation to provide Subtenant with any Tenant Improvement Allowances in Section 7.1)connection with the Renewal Term, (ii) this Lease is still in full force and effectthe Base Rent during the Renewal Term shall be as set forth below, and (iii) Tenant has not sublet more than fifty percent (50%) any reference in the Sublease to the “Term” of the Rentable Floor Area Sublease shall be deemed to include any Renewal Term and apply thereto, unless it is expressly provided otherwise. Subtenant shall have no additional extension options.
A. The Base Rent through and including the eight (8) month of the Premises Renewal 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 hereof), Tenant shall have the right to extend seventy second (72nd) month of the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which as extended) shall be adjusted Seventy Thousand One Hundred Sixteen and 20/100ths Dollars ($70,116.20) (calculated at $2.20 per square foot per month). The Base Rent commencing with the seventy third (73rd) month shall be $2.25 per square foot per month, and shall be increased by $0.05 per square foot per month on each anniversary of the Commencement Date 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 Renewal Term." Notwithstanding any implication to
B. To exercise 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 option, Subtenant must deliver 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 binding notice to Landlord, Sublandlord not earlier sooner than sixteen eight (16) 8) 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 initial 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 TermSublease. If Tenant shall have failed Subtenant fails to timely request the Broker Determinationgive its notice of exercise, then the Annual Fixed Rent for the applicable Extended Term shall Subtenant will be as set forth in Landlord's original quotationdeemed to have waived its option to extend.
(C) Upon the giving of notice by Tenant to Landlord exercising Tenant's C. Subtenant’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 Sublease is subject to the Lease Term or conditions that: (i) on the Term of date that Subtenant delivers its binding notice exercising an option to extend, Subtenant is not in default under 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 Sublease after the expiration of any applicable notice and cure periods, and (ii) Subtenant shall not have assigned the Original Term hereofSublease to any party.
Appears in 1 contract
Samples: Sublease Agreement (ShoreTel Inc)
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.
Appears in 1 contract
Extension Option. (Aa) On The Borrower shall have the conditions option of extending the Revolving Commitment Termination Date for two periods of six (which conditions Landlord may waive by 6) months each (each such option, the “Extension Option”), in each case subject to satisfaction of the following conditions:
(i) the Administrative Agent shall have received written notice of the extension request at least sixty (60) days, but not more than one hundred-twenty (120) days, prior to Tenantthe Revolving Commitment Termination Date or the date to which the Revolving Commitment Termination Date has been extended pursuant to the first Extension Option;
(ii) that both the payment to the Administrative Agent for the ratable benefit of the Lenders of an extension fee of 0.075% of the aggregate principal amount of the Revolving Commitments so extended at the time of exercise such extension;
(iii) all of the herein described applicable option to extend representations and warranties in the Loan Documentation shall be true and true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of the commencement date of the Extended Term effectiveness of such extension (or, if such representation or warranty relates to an earlier date, as of such earlier date);
(iv) no Default or Event of Default shall have occurred and be continuing, or would immediately result from, such extension of the Revolving Commitment Termination Date;
(v) each of the REIT Guarantor and any other Loan Parties shall have ratified their obligations under the Loan Documents to which they are parties;
(vi) the Borrower shall have paid all of Administrative Agent’s actual, reasonable expenses incurred in question respect of the extension, including reasonable and documented out-of-pocket attorneys’ fees to the extent such fees and expense are required to be paid pursuant to the Loan Documents; and
(vii) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying that each of the conditions set forth in clauses (i) there exists no monetary through (vi) has been satisfied and that the Borrower is in compliance with all the financial covenants set forth in Article VI both immediately before and immediately after giving effect to such extension (for the most recently ended four (4) Fiscal Quarters for which financial statements have been 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 were required to be delivered under Section 5.6.1 hereof 5.1(a) or any occupancy permitted under Section 5.6.6 hereof(b), 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).
(Bb) If Tenant desires to exercise its applicable option to extend On the Term, then Tenant shall give notice to Landlord, not earlier than sixteen date of the satisfaction of the conditions set forth in Section 2.5(a) (16) months nor later than twelve (12) months so long as such date is prior to the expiration Revolving Loan Commitment Termination Date), the Revolving Loan Commitment Termination Date shall be extended to August 9, 2027. If the Revolving Commitment Termination Date has been extended pursuant to the first Extension Option, upon satisfaction 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 conditions set forth in Exhibit H. If Tenant timely shall have requested Section 2.5(a) (so long as the Broker Determinationdate is prior to date to which the Revolving Commitment Termination Date has been extended pursuant to the first Extension Option), then the Annual Fixed Rent for the applicable Extended Term Revolving Loan Commitment Termination Date 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 extended to such Extended Term. If Tenant shall have failed to timely request the Broker DeterminationFebruary 9, then the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotation2028.
(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
Samples: Credit and Guaranty Agreement (CareTrust REIT, 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
Samples: Credit Agreement (Philip Morris International 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 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
Samples: Modification Agreement (Capital Senior Living 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 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-three percent (5033%) 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 which shall be adjusted during the option periods period as hereinbelow set forthforth and there shall be no further right to extend the Term) for two (2one ( 1) periods period of five (5ten ( 10) 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 the option to extend the Term, then Tenant shall give notice to Landlord, Landlord (the "Extension Term Exercise Notice") not earlier than sixteen twenty-seven (1627) months nor later than twelve eighteen (1218) months prior to the expiration of the Lease Original Term, exercising such option to extend. Within sixty (60) days after Landlord's receipt of the Extension Term Exercise Notice, Landlord shall provide Landlord's good faith designation of the fair market rental value of the Premises for the Extended Term (as it may have been previously extended hereunder) of Tenant's request for "Landlord's quotation to Tenant of a proposed Annual Fixed Extension Term 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 requestQuotation"). 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 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 either (i) to rescind its delivery of the Extension Term Exercise Notice (in which event, the Lease Term shall expire at the end of the then-current Term as though such notice were not sent by Tenant), or (ii) make a request to Landlord for a broker determination (the "Broker Determination") of the Prevailing Market Rent (as defined in Exhibit HJ) for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. J. 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 an amount equal to 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 DeterminationDetermination or rescind its Extension Term Exercise Notice in accordance with the prior sentence, then the Annual Fixed Rent for the applicable Extended Term Tenant shall be as set forth in deemed to have elected to have accepted Landlord's original quotationExtension Term Rent Quotation ("Tenant's Deemed Acceptance of Landlord's Quotation").
(C) Upon the giving first to occur of notice (i) the agreement by Landlord and Tenant during the Extension Term Negotiation Period on an Annual Fixed Rent for the Extended Term, (ii) the 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 (( 10) years after the expiration of the Original Term hereof.
(D) Time is of the essence with respect to the provisions of this Section 9.18.
Appears in 1 contract
Samples: Lease Agreement (Care.com Inc)
Extension Option. (Aa) On the conditions (which conditions Landlord may waive in its sole discretion by written notice to Tenant) that both at the time of exercise of the herein described applicable option to extend Extension Option and as of the commencement of the Extended Term in question (i) there exists no monetary or other material Event of Default (as defined in Section 7.119.1), (ii) this Lease is still in full force and effect, effect and (iii) the Tenant has not sublet more than fifty then occupies seventy percent (5070%) of the Rentable Floor Area entirety 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)initially demised Premises, then 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 as hereinbelow expressly set forthforth in this Section 3.3 and Section 3.4) 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 "(the “Extended Term." ”). Notwithstanding any implication provision of this Lease to the contrary contrary, except as expressly set forth in Section 3.4(e), 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 (although provided that the absence failure of any construction or other refurbishment allowance from Landlord for the Extended Term to do so shall be taken into account as a relevant factor considered by all parties in determining the Prevailing Market Rent under this Section 8.20 and Exhibit HRent).
(Bb) If Tenant desires to To exercise its applicable option to extend the TermExtension Option, then Tenant shall give written notice (the “Extension Exercise Notice”) to LandlordLandlord exercising the Extension Option, not earlier than sixteen (16) months nor no later than twelve (12) months and no earlier than eighteen (18) months prior to the then expiration of the Lease Term. No later than eleven (11) 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 Term, Landlord shall give to Tenant a quotation of a the 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 or, if Landlord shall not have the right, for provided Landlord’s Rent Quotation within thirty (30) days following the expiration after Tenant’s delivery of the Negotiation PeriodExtension Exercise Notice, to Tenant may make a request to Landlord for a broker determination (the "“Broker Determination"”) of the Prevailing Market Rent (as defined in Exhibit HSection 3.4) for the applicable such Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. Section 3.4. If Tenant timely shall have requested the Broker DeterminationDetermination (i.e., within thirty (30) days after the expiration of the Negotiation Period), 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.
(Cc) Upon the timely giving of notice the Extension 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) aboveLandlord, then this Lease and the Lease Term hereof shall automatically be deemed extended, extended for the applicable Extended TermTerm upon all of the agreements, terms, covenants and conditions of this Lease except as expressly set forth herein, 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 8.203.3 and in Section 3.4; 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 If Tenant fails to the contrarygive a timely Extension Exercise Notice, in then Tenant shall have no event shall Tenant have the further 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 the expiration of the Original Term hereofpursuant to this Section 3.3.
Appears in 1 contract
Extension Option. (A) On 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 [***] (95[***]%) 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
Samples: Lease Agreement (NTN Buzztime Inc)
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
Samples: Term Facility Agreement (Tongjitang Chinese Medicines Co)
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
Samples: Lease (TESARO, Inc.)
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
Samples: Lease (Exicure, Inc.)
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 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 not neither assigned this Lease nor sublet more than the lesser of (y) 50,000 square feet of the Rentable Floor Area of the Premises, and (z) 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 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 forthforth and except that there shall be no further option to extend) for two one (21) periods period of five ten (510) 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 later than sixteen eighteen (1618) months nor later than twelve (12the “Extension Deadline”) 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 timely delivers an Exercise Notice, Landlord shall, not later than fifteen (15) 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.
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Extension Option. (Aa) On Subject to the terms and conditions (which conditions Landlord may waive by written notice to Tenant) that both at set forth below, upon the time of exercise expiration of the herein described applicable Master Lease, Subtenant shall have the option to extend its tenancy under a New Direct Lease with Landlord as to all, but not less than all, of the then-existing Sublet Space, for one (1) extension period of three (3) years. In order to exercise the option to extend, Subtenant must satisfy all of the following requirements: (i) Subtenant shall have provided Landlord with written notice of Subtenant’s intention to exercise the option to extend, which notice must be received by Landlord no earlier than nine (9) months and not later than six (6) months before the expiration date of the term of the Master Lease; and (ii) as of the date that Subtenant notifies Landlord of Subtenant’s intention to exercise the option and as of the expiration of the term of the Master Lease, there shall be no Default by Subtenant under the Sublease.
(b) In the event, Subtenant exercises its option to enter into a New Direct Lease with Landlord, Subtenant shall, upon request of Landlord, evidence any such extension through the execution of a lease to be provided by Landlord. The extension shall be on market terms (including rent) then in effect for comparable properties in the Oakland, California metropolitan area, of equivalent size, at the commencement of the Extended Term in question extension period (“Fair Market Rental Rate”), as mutually determined by Landlord and Subtenant; provided that, the monthly Base Rent during the extension period shall not be less than One Dollar ($1.00), triple net, per rentable square foot per month. The other terms and conditions of the New Direct Lease shall be (i) there exists no monetary those terms and conditions that are then being offered by Landlord to other tenants of its real property, as negotiated and agreed upon by Landlord and Subtenant in good faith, or other material Event of Default (defined in Section 7.1), (ii) this Lease is still in full force if Landlord and effect, and (iii) Tenant has Subtenant cannot 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 agree 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 term or condition, then that term and condition shall as provided in the absence of any construction or other refurbishment allowance from Landlord for Master Lease, as modified by 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)Consent.
(Bc) If Tenant desires Landlord and Subtenant cannot agree on the Fair Market Rental Rate within thirty (30) calendar days of receipt by Landlord of the notice of intent to exercise its applicable the option to extend extend, Landlord shall, no more than fifteen (15) calendar days thereafter, select an independent M.A.I. real estate appraiser or real estate broker (certified in the TermState of California) with at least ten (10) years experience in the Oakland, then Tenant California metropolitan commercial real estate market, who shall give notice to Landlord, not earlier than sixteen (16) months nor later than twelve (12) months prior to the expiration prepare a written market report of the Lease Term (as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation Fair Market Rental Rate using the assumptions described in this paragraph. The market report shall be completed and delivered to Tenant of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation Subtenant and Landlord shall deliver to Tenant in writing within fifteen (15) business calendar days after receipt from the date Landlord selects the appraiser/broker. Such appraiser/broker’s determination of Tenant's requestFair Market Rental Rate shall be determinative unless Subtenant disputes it as provided in the next sentence. If at the expiration of thirty Subtenant disputes such determination, Subtenant shall within fifteen (3015) calendar days after the date when Tenant receives Landlord's quotation following delivery of the proposed Annual Fixed Rent as aforesaid (the "Negotiation Period")market report, 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 deliver to Landlord for a broker determination written notice (the "Broker Determination"i) that Subtenant disputes such determination, and (ii) 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%) identity of the Prevailing Market Rent (as defined in Exhibit H) as determined appraiser/broker selected by Subtenant meeting 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 qualifications set forth in this Section 8.20; and paragraph. The appraiser/broker selected by Subtenant shall submit his market report of the Fair Market Rental Rate using the assumptions described in such event all references herein this paragraph within fifteen (15) calendar days following the delivery of Subtenant’s notice to Landlord disputing the Lease Term or initial market report. If the Term two market reports are within five percent (5%) of this Lease each other (based on the higher number), the Fair Market Rental Rate shall be construed as referring to the Lease Termaverage of the two appraisers/brokers’ determination of fair market rent. If not, 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 then within ten (10) years calendar days after the expiration delivery of the Original Term hereofsecond market report, the two appraisers/brokers shall appoint a third appraiser/broker meeting the qualifications set forth in this paragraph, and the third appraiser/broker shall deliver his decision within ten (10) calendar days following his selection and acceptance of the market report assignment. The third appraiser/broker shall be limited in authority to selecting, in this opinion, which of the two earlier market report determinations best reflects the Fair Market Rental Rate under the assumptions set forth in this paragraph. The third appraiser/broker must choose one of the two earlier determination, and, upon doing so, the third appraiser/broker’s determination shall be the controlling determination of the Fair Market Rental Rate. Each party shall pay the costs and fees of the appraiser/broker it selected; if a third appraiser/broker is selected, the party whose determination is not selected to be the Fair Market Rental Rate by said third appraiser/broker shall pay all of said appraiser/broker’s costs and fees.
Appears in 1 contract
Samples: Sublease Agreement (Thermage Inc)
Extension Option. (A) On Subject to 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 provisions hereof), Tenant shall have the right to may at its option extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained 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 period of five (5) years each as hereinafter set forthyears. Each option Such 5-year period is sometimes herein referred to as an "Extended called the “Renewal 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 ”. The Renewal Term shall be a factor considered by all parties upon the same terms contained in determining this Lease excluding the Prevailing provisions of Exhibit D of this Lease and except that the payment of Base Rent during the Renewal Term shall be at the Market Rent under Rate as provided in paragraph 39 of this Section 8.20 Lease. Upon Tenant’s exercise of the Renewal Term as provided herein, any reference in the Lease to the “Term” of the Lease shall be deemed to include the Renewal Term and Exhibit H).
(B) If Tenant desires to exercise its applicable option to extend the Termapply thereto, then unless it is expressly provided otherwise. Tenant shall give have no additional extension options. To exercise such Renewal option, Tenant must deliver a binding notice to Landlord, Landlord not earlier than sixteen (16) months nor later less than 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 requestthis Lease. If at Tenant fails to timely give its notice of exercise, Tenant will be deemed to have waived its option to extend. Tenant’s option to extend this Lease is subject to the conditions that: (i) on the date that Tenant delivers its binding notice exercising an option to extend, Tenant is not in default under this Lease after the expiration of thirty any applicable notice and cure periods, and (30ii) days after Tenant shall not have assigned the Lease or sublet any portion of the Premises. No. , 2000 BC Plaza II/III, Ltd. as Landlord under the Lease referred to below c/o Xxxxxxxx Xxxx Company 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 Attention: Xxxx X. Xxxxx Gentlemen:
1. We hereby establish, at the request and for the account of Sigmatel, Inc. (the “Tenant”), in your favor as Landlord (“Landlord”) under that certain Office Building Lease Agreement between Landlord and Tenant, dated as of , 2000 (the “Lease”), our Irrevocable Letter of Credit No. , in the amount of U.S. $1,100,000.00(the “Stated Amount”), as more fully set forth hereinafter, effective immediately and expiring at the close of banking business at our [office address of Financial institution] office twelve (12) months from the date when Tenant receives Landlord's quotation hereof (the “Stated Expiration Date”).
2. Funds under this Letter of Credit are available to you against your sight draft(s) drawn on us, stating on its face: “Drawn under [Name of Financial Institution] Irrevocable Letter of Credit No. “ and accompanied by your written, completed and executed certificate in the form attached hereto as Schedule 1 with appropriate insertions. Such draft(s) and certificate(s) shall be dated the date of presentation, which shall be made at any time during our business hours on a Business Day (as hereinafter defined) at our main office located at , Austin, Texas (Attention: ) or at any other office of ours located in Austin, Texas, that may be designated by us by written notice delivered to you. If we receive your draft(s) and certificate(s) at such office, we shall, by no later than 11:00 a.m., Austin, Texas time, on the third Business Day following the date of such demand, make payment to you 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 amount demanded. All payments hereunder shall be made in immediately available funds to the manner Landlord at the address set forth above in Exhibit H. If Tenant timely Austin, Texas. “Business Day” shall have requested mean any day other than a Saturday, Sunday, or other day on which national banks in the Broker Determination, then city in which is located the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) ninety-five percent (95%) office of the Prevailing Market Rent (as defined in Exhibit H) as determined Landlord or [Name of Financial Institution] are authorized or required 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 law 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 quotationclose.
(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 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
Samples: 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 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, Xxxxxx Worldwide, LLC, Xxxxx, X.X., 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
Samples: Lease Agreement (Havas)
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
Samples: Loan Agreement (Senior Tour Players Development Inc)
Extension Option. (Aa) On the conditions Provided: (which conditions Landlord may waive by written notice to Tenanti) that both no Event of Default exists at the time of exercise of the herein described applicable renewal option to extend and as or at the time of the commencement of the Extended Extension Term in question (i) there exists no monetary or other material Event of Default (as defined in Section 7.1below), ; (ii) WhiteGlove Health, Inc. or an Affiliate is occupying the entire Premises; and (iii) 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“Extension Option”) for two one (21) periods term of five sixty (560) years each as hereinafter set forth. Each option period is sometimes herein referred to as an "Extended Term." Notwithstanding any implication to months beyond 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 Tenant of any such option initial Term (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“Extension Term”).
(B) If Tenant desires to exercise its applicable option to extend the Term, then . Tenant shall give furnish written notice of intent to Landlord, not earlier than sixteen (16) months nor renew no later than twelve six (126) months prior to the expiration of the initial Term, failing which the Extension Option shall be deemed waived, time being of the essence.
(b) The terms and conditions of this Lease during the Extension Term shall remain unchanged except that: (as it may have been previously extended hereunderi) of Tenant's request for Landlord's quotation to Tenant of a proposed Annual the 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 Extension Term shall be the greater of (a) ninety-five percent (95%) of the Prevailing Fair Market Rent (as defined in Exhibit Hbelow) as determined multiplied by the Broker Determination or (b) the Annual Fixed Rent in effect during the last twelve (12) month period number of square feet of rentable area of the Lease Term immediately prior Premises; and (ii) Exhibit D shall be deleted in its entirety and Landlord shall have no obligation to such Extended Term. If perform any tenant improvements to the Premises or provide any tenant improvement allowance.
(c) Notwithstanding anything to the contrary in this Lease, Tenant shall have failed no right to timely request extend the Broker Determination, then Term other than or beyond the Annual Fixed Rent for the applicable Extended Term shall be as set forth in Landlord's original quotationExtension Term.
(Cd) Upon For purposes of this Lease, “Fair Market Rent” means the giving fair market rental rate per square foot of notice by Tenant rentable area of the Premises (taking into account the “as is” condition of the Premises, all rent concessions and inducements, the location, quality and age of the Building, floor level, extent of leasehold improvements, extent of service to Landlord exercising Tenant's option be provided, distinction between “gross” and “net” lease, or any other relevant term or condition) for a comparable lease term to extend comparable tenants for space of comparable size in comparable buildings with comparable quality of finish out in the Lease Term area immediately surrounding the Building in accordance with the provisions of Section 8.20(B) aboveAustin, 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 Texas Southwest submarket. If Landlord and Tenant cannot agree on the Fair Market Rent within sixty (60) days after Tenant’s exercise of the Extension Option, Landlord shall provide Tenant with a list of not less than three (3) but not more than five (5) independent and qualified tenant representative brokers and Tenant shall select one (1) such broker from said list and inform the other as to enter into an instrument in writing setting forth its selection within five (5) business days after Tenant receives Landlord’s list of independent and qualified tenant representative brokers (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 date Tenant so informs Landlord of this Lease its selection shall be construed referred to herein as referring the “Designation Date”). In order to be “qualified,” each of the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything contained herein tenant representative brokers submitted by Landlord to the contrary, in no event Tenant (i) 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 least ten (10) years years’ leasing experience in commercial leases in the Austin, Texas Southwest submarket, (ii) shall not be affiliated with Landlord in anyway, and (iii) shall not have represented Landlord in any real estate transaction. Within five (5) business days after the expiration Designation Date, Landlord and Tenant shall each submit to the selected broker and each other their respective determinations of the Original Term hereofFair
Appears in 1 contract
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
Samples: Lease (Playboy Enterprises 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, Xxxxxx’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 Xxxxxx’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
Samples: Office Lease (ServiceTitan, 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
Samples: Sublease (Ariad Pharmaceuticals Inc)
Extension Option. (A) On Subject to the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time terms and 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 this 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)31, Tenant shall have and is hereby granted the right one-time option (the “Extension Option”) to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except of this Lease for the Annual Fixed Rent which shall be adjusted during entirety of the option periods as hereinbelow set forthPremises for one (1) for two (2) periods additional period of five (5) years each commencing on August 1, 2018 and ending on July 31, 2023 (such additional period being referred to herein as the “Extended Term”), which Extension Option shall be exercised, if at all, as follows:
A. The Extension Option shall be exercised by Tenant by giving binding written notice (the “Extension Notice”) to Landlord on or before, but not later than, July 31, 2017 (the “Extension Option Exercise Date”‘). In the event that Tenant fails to deliver Tenant’s Extension Notice to Landlord on or before the Extension Option Exercise Date, Tenant shall be deemed to have irrevocably waived its Extension Option hereunder, and this Section 31 shall become null and void and of no further force or effect.
B. The Extended Term shall be on the same terms, covenants, and conditions of this Lease, excluding the provisions of this Section 31 and the provisions of Sections 2.E, 30, 32, 33, and 35 hereof, and except for the Base Rent payable during the Extended Term. Tenant shall have no further right or option to extend the Term of this Lease beyond the Extended Term. Any termination of this Lease during the original Term hereof or during the Extended Term shall terminate all rights under this Section 31. In addition to the Base Rent as hereinafter set forth. Each option period is sometimes herein referred provided, Tenant shall and hereby agrees to as an "continue to pay to Landlord during the Extended TermTerm Operating Cost Share Rent, Tax Share Rent, Additional Rent, and any and all other sums due and payable under the Lease in accordance with the provisions hereof." 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
C. The Base Rent during the Extended Term shall be the Market Rental Rate (as hereinafter defined). “Market Rental Rate” shall mean the net rental, as of the date for which such Market Rental Rate is being calculated, per annum per rentable square foot for comparable space of comparable size for a factor considered similar term for fully credit-worthy tenants by all parties reference to comparable space primarily in determining the Prevailing Market Rent under this Section 8.20 Building, 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 secondarily in other buildings comparable to the expiration of Building in age and quality in the Lease Term (Chicago, Illinois marketplace, and taking into account any applicable market-based concessions and allowances, as it may have been previously extended hereunder) of Tenant's request for Landlord's quotation to Tenant well as any change in the Measurement Standard in the event of a proposed Annual Fixed Rent for the applicable Extended Term, which quotation remeasurement by 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 agreementSection 2.D(2) hereof, then Tenant shall have but excluding those leases where the right, for tenant has an equity interest in the property. Within thirty (30) days following the expiration Landlord’s receipt of the Negotiation PeriodExtension Notice, to make a request to Landlord for a broker determination shall advise Tenant in writing (the "Broker Determination"“Landlord’s Notice”) of the Prevailing Market Rent (as defined in Exhibit H) Rental Rate at which Landlord is prepared to offer the Premises to Tenant 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 In the event Tenant disagrees with Landlord’s determination of the Market Rental Rate, Tenant shall have failed so advise Landlord by written notice at any time within ten (10) business days following Landlord’s Notice objecting to timely request the Broker DeterminationMarket Rental Rate proposed by Landlord and setting forth Tenant’s good faith estimate of the Market Rental Rate (and, then in the Annual Fixed Rent for the applicable Extended Term event Tenant fails to so deliver Tenant’s objection within such 10- business day period, Tenant shall be deemed to have accepted Landlord’s determination of the Market Rental Rate 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 ’s notice). Landlord and Tenant shall thereafter negotiate the Market Rental Rate in good faith for a period not to exceed thirty (30) days. In the event Landlord and Tenant, acting in good faith, are unable to agree to enter into an instrument in writing setting forth on the Annual Fixed Market Rental Rate within such 30-day period, the Market 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 Rate shall be construed determined 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 hereoffollows:
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 Terms), 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 Notices) 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 contrary39.4, in no event shall Tenant have the right monthly base rent payable during any month of the Option Term be less than the monthly base rent payable during the previous month.
39.4 Adjusted Monthly Base Rent shall be determined in accordance with the following formula on the first day of each of the five (5) years of the Option Term (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 exercise more than one extension option at a time and furtherapplicable Adjustment Date x (CPI-2/CPI-1). In applying the above, Tenant the following definitions 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 be used:
39.4.1 Preceding Year of the Lease Term hereof be extended for more than ten (10) years after Term" Means the expiration of 12 months preceding the Original Term hereofApplicable Adjustment Date.
Appears in 1 contract
Samples: Commercial Industrial Triple Net Lease Addendum (Titan Motorcycle Co of America Inc)
Extension Option. (Aa) On Subject to the conditions terms of this Section, Landlord hereby grants to Tenant one (which conditions Landlord may waive by written notice to Tenant1) that both at option (the time of exercise of the herein described applicable option “Extension 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 with respect to such agreementthe entire Premises for three (3) years (“Option Term”), then Tenant shall have on the rightsame terms, covenants and conditions as provided for thirty (30) days following in this Lease during 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 initial Term, which Broker Determination except that Monthly Base Rent 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) established based upon ninety-five percent (95%) of the Prevailing Market Rent (“fair market rental rate” for the Premises for the Option Term as defined in Exhibit H) as and 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 this Section 8.20(Bbelow. The Extension Option may be exercised by Tenant or any Transferee of Tenant.
(b) aboveThe Extension Option must be exercised, if at all, by written notice (“Extension Notice”) delivered by Tenant to Landlord no later than one hundred eighty (180) days prior to the expiration of the initial Lease Term.
(c) The term “fair market rental rate” as used in this Section 29 shall mean the annual amount per rentable square foot, which as of the date of determination is projected for and throughout the Option Term to be acceptable to a willing, non-equity, non-renewal tenant of credit worthiness comparable to Tenant, and a willing landlord of a comparable building of similar physical characteristics within Santa Xxxxx county, California (the “Comparison Market”), in an arm’s length transaction, leasing premises comparable in quality as the Premises, taking into account the age and layout of the existing improvements in the Premises and comparison leases and other items that professional real estate brokers customarily consider, including, but not limited to, rental rates, availability, tenant size and creditworthiness, tenant improvement allowances, abatements, free rent, concessions and other additional rent charges and allowance, and any other lease considerations, if any, then this Lease and being charged or granted by Landlord or the Lease Term hereof lessors of such similar office premises.
(d) Landlord shall automatically provide written notice of Landlord’s determination of the fair market rental rate (“Landlord’s Estimate”) within thirty (30) days following the exercise by Tenant of the applicable Extension Option. Tenant shall have thirty (30) days (“Tenant’s Review Period”) after receipt of Landlord’s notice of Landlord’s Estimate within which to accept such amount or to object thereto in writing. Failure of Tenant to accept or object to Landlord’s Estimate in writing within Tenant’s Review Period conclusively shall be deemed extendedTenant’s objection to Landlord’s Estimate. If Tenant objects to or is deemed to have objected to the Landlord’s Estimate, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree will meet to enter into an instrument in writing setting forth present and discuss their individual determinations of the Annual Fixed Rent fair market rental rate for the applicable Extended Term as determined in Premises under the relevant manner parameters set forth in this Section 8.20; 29(c) above and shall diligently and in good faith attempt to negotiate a rental rate on the basis of such event all references herein individual determinations. Such meeting shall occur no later than ten (10) business days after Tenant objects to, or is deemed to have objected to, Landlord’s Estimate. The Parties shall each provide the other with such supporting information and documentation as they deem appropriate. At such meeting if Landlord and Tenant are unable to agree upon the fair market rental rate, they shall each submit to the Lease Term other their respective best and final offer (“Final Offer”) as to the fair market rental rate. Tenant shall have the right to withdraw the Extension Notice at any time on or prior to the Term fifth (5th) business day following such a meeting (the “Outside Agreement Date”) without liability. If Landlord and Tenant fail to reach agreement on such fair market rental rate and Tenant does not withdraw the Extension Notice on or prior to the Outside Agreement Date, the extension of this Lease shall be construed as referring binding and each party’s determination shall be submitted to arbitration, subject to the Lease Term, as provision so extended, unless the context clearly otherwise requiresof this Section. 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 For ten (10) years business days after the expiration Outside Agreement Date, Landlord and Tenant shall use good faith, commercially reasonable efforts to select a mutually acceptable independent MAI appraiser or broker (“Appraiser”) who has been active over the five-year period ending on the date of such appointment in appraising buildings (or in the case of a broker, commercial leasing) in the Comparison Market with comparable physical characteristics to the Premises and which has not been engaged by Landlord, Tenant or any parent, subsidiary or affiliate thereof within the last three (3) years. If Landlord and Tenant are not able to agree upon a mutually acceptable Appraiser pursuant to the preceding sentence, then either Landlord or Tenant may petition the local office of JAMS to appoint an Appraiser satisfying the requirements of the Original previous sentence. The method of arbitration shall be that known as the “baseball” type of arbitration: Each party shall submit to the Appraiser its Final Offer made pursuant to this Section 29(d) in advance of the hearing. The Appraiser shall be limited to awarding only one or the other of the two figures submitted. Landlord and Tenant shall use commercially reasonable efforts to cause the Monthly Base Rent for the Option Term hereofto be determined at least thirty (30) days prior to the start of the Option Term. The Appraiser’s determination of the fair market rental rate shall be binding on the parties.
Appears in 1 contract
Samples: Lease (Ddi 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 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 forthcommencing on February 1, 2019 and expiring on January 31, 2024. Each option period is sometimes herein referred to as an "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 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 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 nine (129) months months, nor sooner than eighteen (18) 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 any such Election Notice to Landlord 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 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 Election Notice. If Tenant shall extend the term hereof pursuant to the provisions of this Section 8.20(B2.3, 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 but Tenant agree to enter into shall, at Landlord’s request, execute an instrument in writing setting forth agreement confirming the Annual Fixed Rent for the applicable Extended Term Term. The “Conditions” are that, as determined in of the relevant manner date of the Election Notice, there shall exist no Default of Tenant (unless Tenant shall have cured the same and Landlord shall have elected to accept such cure and not to exercise its rights of termination or retaking of possession pursuant to Section 8.2) and the named Tenant as set forth in this Section 8.20; and 1.1 (or any successor by Merger, or any Affiliate as defined in such event all references herein to Section 6.2.1) shall actually occupy 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 hereofentire Premises.
Appears in 1 contract
Samples: Lease (Mimedx Group, Inc.)
Extension Option. (a) Notwithstanding anything to the contrary set forth in this Agreement (including without limitation, Sections 2.5 and 10.5 (which 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 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 Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Class) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term 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) the scheduled final maturity date shall be extended and all or any of 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, (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 addition 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 (as defined below) On and (iii) the conditions voluntary and mandatory prepayment rights of the Extended Term Loans shall be subject to the provisions set forth in Section 2.13 and Section 2.14. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Class converted into Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans made pursuant to any Term Loan Extension Request shall constitute a separate Class of Term Loans from the Existing Term Loan Class of Term Loans from which they were extended.
(which conditions Landlord b) Company may waive by written notice at any time and from time to Tenant) time request that both the termination date of all or a portion of the Revolving Commitments then in effect, each existing at the time of exercise such request (each, an “Existing Revolving Commitment”) and any related revolving loans thereunder, “Existing Revolving Loans”) be extended and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Revolving Loans related to such Existing Revolving Commitments (any such Existing Revolving Commitments which have been so extended, “Future Extended Revolving Commitments” and any related Loans, “Future Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.25. In order to establish any Future Extended Revolving Commitments, Company shall provide a notice to Administrative Agent (who shall provide a copy of such notice to each of the herein described applicable option to extend and as Lenders of the commencement applicable class of Existing Revolving Commitments) (a “Revolving Commitment Extension Request”) setting forth the proposed terms of the Future Extended Revolving Commitments to be established, which terms shall be identical to those applicable to the Existing Revolving Commitments from which they are to be extended (the “Specified Existing Revolving Commitment”) except (x) all or any of the final maturity dates of such Future Extended Revolving Loans and or all or any of the termination dates of such Future Extended Revolving Commitments may be delayed to later dates than the final termination dates of the Specified Existing Revolving Commitments and final maturity dates of the Tranche A Revolving Loans related to such Specified Existing Revolving Commitments, (ii) (A) the interest margins with respect to the Future Extended Revolving Loans may be higher or lower than the interest margins for the applicable Revolving Loans related to such Specified Existing Revolving Commitments and/or (B) additional fees may be payable to the Lenders providing such Future Extended Revolving Commitments in addition to or in lieu of any increased margins contemplated by the preceding clause (A) and (iii) the Revolving Commitment fee rate with respect to the Future Extended Revolving Commitments may be higher or lower than the Commitment Fee Rate for the Specified Existing Revolving Commitment, in each case, to the extent provided in the applicable Extension Amendment; provided that notwithstanding anything to the contrary in this Section 2.25 or otherwise, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of Loans with respect to Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments, and (2) assignments and participations of Future Extended Revolving Commitments and Future Extended Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and the Revolving Loans related to such Commitments set forth in Section 10.6. Any Future Extended Revolving Commitments made pursuant to any Revolving Commitment Extension Request shall constitute a separate class of revolving commitments from the Specified Existing Revolving Commitments and from any other Existing Revolving Commitments (together with any other Future Extended Revolving Commitments so established on such date).
(c) Company shall provide the applicable Extension Request at least ten (10) Business Days prior to the date on which Lenders under the class are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Term Loans or Revolving Commitments subject to such Extension Request converted into Extended Term Loans, Future Extended Revolving Commitments or Future Extended Revolving Loans shall notify Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans or Revolving Commitments which it has elected to convert into Extended Term Loans, Future Extended Revolving Commitments or Future Extended Revolving Loans. In the event that the aggregate amount of Term Loans or Revolving Commitments subject to Extension Elections exceeds the amount of Extended Term Loans, Future Extended Revolving Commitments or Future Extended Revolving Loans requested pursuant to the Extension Request, Term Loans or Revolving Commitments subject to Extension Elections shall be converted to Term Loans, Future Extended Revolving Commitments or Future Extended Revolving Loans on a pro rata basis based on the amount of Term Loans or Revolving Commitments included in each such Extension Election. Notwithstanding the conversion of any Existing Revolving Commitment into a Future Extended Revolving Commitment, such Future Extended Revolving Commitment shall be treated identically to all other Existing Revolving Commitments for purposes of the obligations of a Revolving Lender in respect of Swing Line Loans under Section 2.3 and Letters of Credit under Section 2.4, except that the applicable Extension Amendment may provide that the Swing Line Lender’s Revolving Commitment may be extended and/or the expiration of the Letter of Credit may be extended and the related obligations to make Swing Line Loans and issue Letters of Credit may be continued so long as the Swing Line Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions (it being understood that no consent of any other Lender shall be required in connection with any such extension).
(d) Extended Term Loans, Future Extended Revolving Commitments, and Future Extended Revolving Loans shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (and notwithstanding anything to contrary set forth in Section 10.5, shall not require the consent of any Lender other than the Extending Lenders (and to the extent provided in the last sentence of Section 2.25(c), the Issuing Bank and Swing Line Lender) with respect to the Extended Term Loans, Future Extended Revolving Commitments and Future Extended Revolving Loans established thereby) executed by the Credit Parties, Administrative Agent and Extending Lenders. In addition to any terms and changes required or permitted by Sections 2.25(a) and (b), each Extension Amendment in question respect of Extended Term Loans shall amend the scheduled amortization payments pursuant to Section 2.12 to the existing Term Loans from which the Extended Term Loans were converted to reduce each scheduled repayment for such existing Term Loans in the same proportion as the amount of such existing Term Loans is to be reduced pursuant to such Extension Amendment (it being understood that the amount of any repayment payable with respect to any Term Loan of any Lender of such existing Term Loan that is not an Extended Term Loan shall not be reduced as a result thereof). In connection with any Extension Amendment, Company shall deliver an opinion of counsel reasonably acceptable to Administrative Agent (i) there exists no monetary as to the enforceability of such Extension Amendment, this Agreement as amended thereby, and such of the other Credit Documents (if any) as may be amended thereby (in the case of such other Credit Documents) and (ii) to the effect that such Extension Amendment, including without limitation, the Extended Term Loans, Future Extended Revolving Commitments and Future Extended Revolving Loans provided for therein, does not conflict with or violate the terms and provisions of Section 10.5 of this Agreement.
(e) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Term Loan of any existing Term Loan or Revolving Commitments of any class of existing Revolving Commitments are converted to extend the related scheduled maturity date(s) in accordance with paragraphs (a) or (b) above (an “Extension Date”), (i) in the case of the existing Term Loans of each Extending Lender, the aggregate principal amount of such existing Term Loans shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Term Loans so converted by such Lender on such date, and the Extended Term Loans shall be established as a separate Class of Term Loans (together with any other material Event of Default (defined in Section 7.1Extended Term Loans so established on such date), (ii) this Lease is still in full force the case of the specified Existing Revolving Commitments of each Extending Lender, the aggregate principal amount of such specified Existing Revolving Commitments shall be deemed reduced by an amount equal to the aggregate principal amount of Future Extended Revolving Commitments so converted by such Lender on such date, and effect, such Future Extended Revolving Commitments shall be established as a separate class of Revolving Commitments from the Specified Existing Revolving Commitments and from any other Existing Revolving Commitments (together with any other Future Extended Revolving Commitments so established on such date) and (iii) Tenant has not sublet more than fifty percent if, on any Extension Date, any Loans of any Extending Lender are outstanding under the applicable Specified Existing Revolving Commitments, such Loans (50%and any related participations) of the Rentable Floor Area of the Premises shall be deemed to be allocated as Future Extended Revolving Loans (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 and related participations) and Existing Revolving Loans (and related participations) in the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option periods proportion as hereinbelow set forth) for two (2) periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred such Extending Lender’s Specified Existing Revolving Commitments to as an "Future Extended TermRevolving Commitments." 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 1 contract
Samples: Credit and Guaranty Agreement (Covanta Holding Corp)
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
Samples: Standard Commercial Industrial Triple Net Lease (Titan Motorcycle Co of America 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.
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Samples: 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.
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