Extension Options. Seller shall have three (3) options to extend the Facility Expiration Date from the Initial Facility Expiration Date to the anniversary of such date in the succeeding year (or if such day is not a Business Day, the immediately succeeding Business Day) (such date, the “First Extended Facility Expiration Date”), from the First Extended Facility Expiration Date to the anniversary of such date in the succeeding year (or if such day is not a Business Day, the immediately succeeding Business Day) (such date, the “Second Extended Facility Expiration Date”) and from the Second Extended Facility Expiration Date to the anniversary of such date in the succeeding year (or if such day is not a Business Day, the immediately succeeding Business Day) (such date, the “Third Extended Facility Expiration Date”) (each such extension period, an “Extension Term”); provided, that the exercise of each such extension option by Seller shall be subject to the following conditions precedent: (i) Seller shall have delivered to Buyer a written notice to extend the then effective Facility Expiration Date not less than thirty (30) and not more than ninety (90) calendar days prior to the then effective Facility Expiration Date (which notice may be revoked by Seller at any time prior to the then effective Facility Expiration Date), (ii) on the first day of each Extension Term, (x) no monetary or non- monetary Default has occurred and is continuing; provided, that notwithstanding the foregoing, if such non-monetary Default is susceptible of cure and Seller is working diligently to cure such non- monetary Default, then Seller shall be permitted to extend the Facility Expiration Date so long as such non-monetary Default is cured by the end of any cure period granted under Article 13(a) of this Agreement, (y) no Event of Default has occurred and is continuing and (z) no unsatisfied Margin Deficit then exists for which a Margin Call Notice has been delivered, (iii) by not later than the first day of each Extension Term, Seller shall have paid to Buyer the Extension Fee then due and payable, (iv) the then applicable Minimum Portfolio Purchase Price Debt Yield is satisfied and (v) the representations and warranties made by Seller in Article 9 (other than those contained in Article 9(s) relating to Purchased Assets subject to other Transactions) shall be true and correct in all material respects on the first day of each Extension Term with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); provided, that, notwithstanding the foregoing, with respect to this Article 3(h)(v) only, the representation and warranty made pursuant to Article 9(o) shall be made excluding any reference to “(or prospects)”.
Appears in 1 contract
Samples: Master Repurchase Agreement (Cim Real Estate Finance Trust, Inc.)
Extension Options. Seller Provided that as of the date of the notice specified below, Tenant is not in default in the payment or performance of its obligations under this Lease after receiving any notice required under this Lease and beyond any applicable grace periods, and has not previously been in monetary default of its obligations under this Lease beyond any applicable grace period during the two (2) years prior to the date of such notice, Tenant shall have three (3) options the right to extend the Facility Expiration Date from the Initial Facility Expiration Date to the anniversary term of such date in the succeeding year this Lease for one or both of two additional periods of five (or if such day is not a Business Day5) years each, the immediately succeeding Business Day) (such date, the “First Extended Facility Expiration Date”), from the First Extended Facility Expiration Date to the anniversary of such date in the succeeding year (or if such day is not a Business Day, the immediately succeeding Business Day) (such date, the “Second Extended Facility Expiration Date”) and from the Second Extended Facility Expiration Date to the anniversary of such date in the succeeding year (or if such day is not a Business Day, the immediately succeeding Business Day) (such date, the “Third Extended Facility Expiration Date”) (each such extension periodperiod to begin immediately upon the expiration of the then current term (the "Extended Term" or the "Extended Terms"). All of the terms, an “Extension Term”); provided, that the exercise covenants and provisions of this Lease shall apply to each such extension option by Seller shall be subject to the following conditions precedent: Extended Term except that (i) Seller Base Operating Costs and Base Taxes shall be adjusted to reflect a current base year for Operating Costs and Taxes, and (ii) the Annual Fixed Rent Rate for each such Extended Term shall be the market rate at the commencement of each of the Extended Terms. The "market rate" shall be the annual fair market rental rate during the Extended Term, for leases, on terms and conditions (other than Fixed Rent but including any such adjusted Base Operating Costs and Base Taxes) comparable to this Lease, for a term of five years, for space of similar size to the Premises (but not in no event less than 10,000 square feet) and of an age, quality, condition, amenities and location comparable to the Premises and the Building in the Woburn market area. If Tenant shall elect to exercise either or both of the aforesaid options, it shall do so by giving Landlord notice in writing of its intention to do so not later than 12 months prior to the expiration of the then current term, as the case may be. If Tenant gives such notice, the extension of this Lease shall be automatically effected without the execution of any additional documents. The original term and the Extended Terms are hereinafter collectively called the "term". Within fifteen (15) days following receipt of such notice by Xxxxxx, Landlord shall give notice to Tenant setting forth Landlord's determination of the market rate for the Extended Term in question. Within fifteen (15) days following receipt of Landlord's notice Tenant shall either propose its determination of the market rate by giving notice thereof to Landlord or shall accept Landlord's determination. Failure on the part of Tenant to give such notice of its determination shall bind Tenant to Landlord's determination. If Tenant proposes its determination of the market rate, then Landlord and Tenant shall meet for the purpose of reaching agreement. If the parties have delivered been unable to Buyer a reach agreement within fifteen (15) days following Xxxxxx's notice to Landlord of its determination, then Tenant's exercise shall be deemed revoked and its exercise of the aforesaid option shall be rendered ineffective unless, within fifteen (15) days thereafter, Tenant shall call for arbitration by written notice to extend Landlord. If the Tenant calls for arbitration, then effective Facility Expiration Date not less than the market rate shall be submitted to arbitration as follows: The market rate shall be determined by impartial arbitrators, one to be chosen and paid for by the Landlord, one to be chosen and paid for by Xxxxxx, and a third to be selected, if necessary, as below provided. The unanimous written decision of the two first chosen, without selection and participation of a third arbitrator, or otherwise, the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) days following the call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after their designation, they shall so notify the then President of the Boston Bar Association and request him to select an impartial third arbitrator. All such arbitrators shall be brokers or appraisers with at least ten years of experience in appraising or valuing properties of the general location, type and character as the Property who is either a Senior Real Property Appraiser of the Society of Real Estate Appraisers or a member of the Appraisal Institute (or any successor organization). Such third arbitrator and the first two chosen shall hear the parties and their evidence and render their decision within thirty (30) days following the appointment of the third arbitrator and notify Landlord and Tenant thereof. Landlord and Tenant shall share equally the expense of the third arbitrator (if any). If the dispute between the parties as to a market rate has not more been resolved before the commencement of the Extended Term, then Tenant shall pay Fixed Rent under the Lease based upon the rate then in effect at the expiration of the then current term until either the agreement of the parties as to the market rate or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of Fixed Rent to Landlord, or Landlord shall refund any overpayment of Fixed Rent to Tenant. In any event, the Annual Fixed Rent Rate for the Extended Terms shall not be less than ninety (90) calendar days the Annual Fixed Rent Rate in effect immediately prior to the then effective Facility Expiration Date (which notice may be revoked by Seller at any time prior to the then effective Facility Expiration Date), (ii) on the first day of each Extension such Extended Term, (x) no monetary or non- monetary Default has occurred and is continuing; provided, that notwithstanding the foregoing, if such non-monetary Default is susceptible of cure and Seller is working diligently to cure such non- monetary Default, then Seller shall be permitted to extend the Facility Expiration Date so long as such non-monetary Default is cured by the end of any cure period granted under Article 13(a) of this Agreement, (y) no Event of Default has occurred and is continuing and (z) no unsatisfied Margin Deficit then exists for which a Margin Call Notice has been delivered, (iii) by not later than the first day of each Extension Term, Seller shall have paid to Buyer the Extension Fee then due and payable, (iv) the then applicable Minimum Portfolio Purchase Price Debt Yield is satisfied and (v) the representations and warranties made by Seller in Article 9 (other than those contained in Article 9(s) relating to Purchased Assets subject to other Transactions) shall be true and correct in all material respects on the first day of each Extension Term with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); provided, that, notwithstanding the foregoing, with respect to this Article 3(h)(v) only, the representation and warranty made pursuant to Article 9(o) shall be made excluding any reference to “(or prospects)”.
Appears in 1 contract
Samples: Oak Technology Inc
Extension Options. Seller shall have three two (32) options to extend the Facility Expiration Date from the Initial Facility Expiration Date to the anniversary of such date in the succeeding year (or if such day is not a Business Day, the immediately succeeding Business Day) (such date, the “First Extended Facility Expiration Date”), ) and from the First Extended Facility Expiration Date to the anniversary of such date in the succeeding year (or if such day is not a Business Day, the immediately succeeding Business Day) (such date, the “Second Extended Facility Expiration Date”) and from the Second Extended Facility Expiration Date to the anniversary of such date in the succeeding year (or if such day is not a Business Day, the immediately succeeding Business Day) (such date, the “Third Extended Facility Expiration Date”) (each such extension period, an “Extension Term”); provided, that the exercise of each such extension option by Seller shall be subject to the following conditions precedent: (i) Seller shall have delivered to Buyer a written notice to extend the then effective Facility Expiration Date not less than thirty (30) and not more than ninety (90) calendar days prior to the then effective Facility Expiration Date (which notice may be revoked by Seller at any time prior to the then effective Facility Expiration Date), (ii) on the first day of each Extension Term, (x) no monetary or non- non-monetary Default has occurred and is continuing; provided, that notwithstanding the foregoing, if such non-monetary Default is susceptible of cure and Seller is working diligently to cure such non- non-monetary Default, then Seller shall be permitted to extend the Facility Expiration Date so long as such non-monetary Default is cured by the end of any cure period granted under Article 13(a) of this Agreement, (y) no Event of Default has occurred and is continuing and (z) no unsatisfied Margin Deficit then exists for which a Margin Call Notice has been delivered, (iii) by not later than the first day of each Extension Term, Seller shall have paid to Buyer the Extension Fee then due and payable, (iv) the then applicable Minimum Portfolio Purchase Price Debt Yield is satisfied and (v) the representations and warranties made by Seller in Article 9 (other than those contained in Article 9(s) relating to Purchased Assets subject to other Transactions) shall be true and correct in all material respects on the first day of each Extension Term with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); provided, that, notwithstanding the foregoing, with respect to this Article 3(h)(v) only, the representation and warranty made pursuant to Article 9(o) shall be made excluding any reference to “(or prospects)”.
Appears in 1 contract
Samples: Master Repurchase Agreement (Cim Real Estate Finance Trust, Inc.)
Extension Options. Seller shall have three (3) options to extend the Facility Expiration Date from the Initial Facility Expiration Date to the anniversary of such date in the succeeding year (or if such day is not a Business Day, the immediately succeeding Business Day) (such date, the “First Extended Facility Expiration Date”), from the First Extended Facility Expiration Date to the anniversary of such date in the succeeding year (or if such day is not a Business Day, the immediately succeeding Business Day) (such date, the “Second Extended Facility Expiration Date”) and from the Second Extended Facility Expiration Date to the anniversary of such date in the succeeding year (or if such day is not a Business Day, the immediately succeeding Business Day) (such date, the “Third Extended Facility Expiration Date”) (each such extension period, an “Extension Term”); provided, that the exercise of each such extension option by Seller shall be subject to the following conditions precedent: So long as (i) Seller shall have delivered to Buyer a written notice to extend the then effective Facility Expiration Date not less than thirty (30) this Lease is in full force and not more than ninety (90) calendar days prior to the then effective Facility Expiration Date (which notice may be revoked by Seller at any time prior to the then effective Facility Expiration Date)effect, (ii) on the first day of each Extension Term, (x) no monetary or non- monetary Default has occurred and is continuing; provided, that notwithstanding the foregoing, if such non-monetary Default is susceptible of cure and Seller is working diligently to cure such non- monetary Default, then Seller shall be permitted to extend the Facility Expiration Date so long as such non-monetary Default is cured by the end of any cure period granted under Article 13(a) of this Agreement, (y) no Material Event of Default has occurred hereunder and is continuing remains uncured, and (z) no unsatisfied Margin Deficit then exists for which a Margin Call Notice has been delivered, (iii) by Tenant has not later assigned any of its rights hereunder, Tenant shall have the right and option to extend the Initial Term of this Lease for the Extension Terms. Each such extension of the Initial Term shall be on the same terms, covenants and conditions as provided for in this Lease for the Initial Term, except that the Scheduled Base Rent during each Extension Term shall be at the Fair Market Rental then in effect, and Tenant shall pay no Amortized Improvement Repayment for any Extension Term. Notice of Tenant's intention to exercise this option must be given to Landlord in writing not less than fifteen (15) months prior to the first day expiration of each the Initial Term or the immediately preceding Extension Term, Seller as applicable, of this Lease, and shall have paid to Buyer the Extension Fee then due and payableTHIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION PURSUANT TO S. C. CODE Section 15-48-10 ET SEQ., (iv) the then applicable Minimum Portfolio Purchase Price Debt Yield is satisfied and (v) the representations and warranties made by Seller in Article 9 (other than those contained in Article 9(s) relating to Purchased Assets subject to other Transactions) shall be true and correct in all material respects on the first day AS AMENDED FROM TIME TO TIME. include Xxxxxx's determination of each Extension Term with the same force and effect as if made on and Fair Market Rental as of such date (or, if any such representation or warranty is expressly stated Tenant notice to have been made be referred to herein as of a specific date, as of such specific date"TENANT'S RENEWAL NOTICE"); provided, that, notwithstanding the foregoing, . Once given with respect to this Article 3(h)(v) onlyany Extension Term, the representation and warranty made pursuant to Article 9(o) Tenant's Renewal Notice shall be made excluding any reference irrevocable and binding on Tenant, except that Fair Market Rental shall be determined as provided herein. In the event the Tenant fails to “(or prospects)”deliver Xxxxxx's Renewal Notice within the time period set forth above, Xxxxxx's right to so extend the Term hereof for such Extension Term and each succeeding Extension Term shall expire and be of no further force and effect.
Appears in 1 contract
Samples: Leiner Health Products Inc
Extension Options. Seller So long as this lease is in full force and effect and Tenant is not in default beyond any applicable notice and cure period in the performance of any of the covenants or terms and conditions of this lease at the time of notification to Landlord or at the time of commencement of the applicable Extension Term, as that term is hereinafter defined, Tenant shall have three the option (3each, an “Extension Option”) options to extend the Facility Expiration Date from Term, at Tenant’s election, for either (a) the Initial Facility Expiration Date entire Premises or (b) a portion of the Premises consisting of a minimum of 150,000 square feet of net rentable area in the Building in full floor increments, and subject to the anniversary of such date criteria set forth in the succeeding year (or if such day is not a Business Day, the immediately succeeding Business Daysentence, for up to four (4) additional periods of five (such date, the “First Extended Facility Expiration Date”), from the First Extended Facility Expiration Date to the anniversary of such date in the succeeding year 5) years each (or if such day is not a Business Day, the immediately succeeding Business Day) (such date, the “Second Extended Facility Expiration Date”) and from the Second Extended Facility Expiration Date to the anniversary of such date in the succeeding year (or if such day is not a Business Day, the immediately succeeding Business Day) (such date, the “Third Extended Facility Expiration Date”) (each such extension periodeach, an “Extension Term”), on the same terms and conditions of this lease, except the Base Rental shall be adjusted to ninety-five percent (95%) of the Prevailing Market Rate (as that term is defined in Exhibit I attached to this lease), subject to the following terms and conditions: Tenant shall provide Landlord with no less than eighteen (18) months written notice prior to the expiration of the initial Term or the applicable Extension Term of its desire to extend the Term and shall identify to Landlord whether or not Tenant proposes to lease all of the Premises or the portion of the Premises to be extended. If Tenant elects to renew with respect to only a portion of the Premises, the portion of the Premises to be returned to Landlord shall be in full floors in up to three (3) “blocks” of space with each “block” being at least two (2) full floors, except Tenant shall have the right to elect to not renew (and thereby exclude from the Premises) with respect to one (1) single full floor wherever located. Within fifteen (15) days after Tenant’s exercise of the applicable Extension Option, Landlord shall advise Tenant in writing of its determination of the Prevailing Market Rate, on a rentable square foot basis, as of the beginning of the then-applicable Extension Term and any escalations of said Prevailing Market Rate during the then-applicable Extension Term. Within thirty (30) days of receipt of Landlord’s applicable notice, Tenant shall advise Landlord, in writing, whether or not Tenant accepts or rejects the Prevailing Market Rate proposed by Landlord. If Tenant accepts such rate in writing, then the Base Rental rate during the applicable Extension Term shall be said rate with escalations as provided in the determination, if any. If Tenant rejects in writing the Prevailing Market Rate proposed by Landlord, Landlord and Tenant shall negotiate diligently and in good faith for a period of fifteen (15) days to reach a mutual agreement on the Prevailing Market Rate. If the parties are unable to come to an agreement within such period, Tenant shall have the option, exercisable by written notice delivered to Landlord within fifteen (15) days after the expiration of such fifteen (15) day period, to elect to either (i) arbitrate such Rate or (ii) withdraw and rescind Tenant’s notice of exercise of the applicable Extension Option and allow the then-current Term to expire. If Tenant elects to arbitrate the Prevailing Market Rate, Tenant shall have the option to specify in such notice its selection of a real estate broker, who shall act on Tenant’s behalf in determining the Prevailing Market Rate. Within fifteen (15) days after Landlord’s receipt of Tenant’s selection of a real estate broker, Landlord, by written notice to Tenant shall designate a real estate broker, who shall act on Landlord’s behalf in the determination of the Prevailing Market Rate. If the two (2) brokers are unable to agree upon the Prevailing Market Rate within fifteen (15) days following the appointment of Landlord’s broker, the two brokers shall select a third broker meeting the qualifications stated below. Within three (3) business days after such third broker is appointed, the appointed third broker shall select one of the other two brokers determinations and such third broker will notify Landlord and Tenant of such determination of the Prevailing Market Rate, which determination shall be binding upon both Landlord and Tenant. In the event that the arbitration process has not been completed prior to the commencement of the applicable Extension Term, then upon commencement of the applicable Extension Term, and until the process is completed (the “Interim Period”), Tenant shall pay Landlord monthly Base Rental equal to the Base Rental for the immediately preceding lease year (as defined in Section 5.01(c) of this lease), until the increase or decrease in the Base Rental is determined by such process as provided herein; provided, however, that such payments made during the exercise of each such extension option by Seller Interim Period shall be subject to adjustment based upon the following conditions precedent: results of such process. If, as a result of such arbitration process, it is determined that Tenant has underpaid Base Rental during the Interim Period, then such underpaid Base Rental shall be due from Tenant to Landlord within ten (i10) Seller days after expiration of the Interim Period. If, as a result of such arbitration process, it is determined that Tenant has overpaid Base Rental during the Interim Period, then such overpaid Base Rental shall be due to Tenant by Landlord within ten (10) days after expiration of the Interim Period. All brokers selected in accordance with this Special Stipulation No. 7 must be licensed in the State of Georgia as a real estate broker and shall have delivered at least ten (10) years prior experience in commercial office leasing in the metropolitan Atlanta, Georgia area. If either Landlord or Tenant fails or refuses to Buyer select a written notice broker, the other broker shall alone determine the Prevailing Market Rate. Landlord and Tenant agree that they shall be bound by the determination of Prevailing Market Rate pursuant to this Special Stipulation No. 7 for the applicable Extension Term. Landlord shall bear the fee and expenses of its broker and Tenant shall bear the fee and expenses of its broker. Each of the parties shall bear one-half (1/2) of the cost of the third broker’s fee. If Tenant elects to extend this lease as to only a portion of the Premises, then effective Facility Expiration Date not less than thirty (30) and not more than ninety (90) calendar days prior to the then effective Facility Expiration Date (which notice may be revoked by Seller at any time prior to commencement of the then effective Facility Expiration Date), (ii) on the first day of each Extension Term, (x) no monetary or non- monetary Default has occurred and Tenant shall surrender possession of the portion of the Premises for which this lease is continuing; providednot extended to Landlord in the condition required for surrendered premises under Section 4.01 of this lease, that notwithstanding but subject to the foregoing, if limitations on such non-monetary Default is susceptible of cure and Seller is working diligently to cure such non- monetary Default, then Seller shall be permitted to extend the Facility Expiration Date so long as such non-monetary Default is cured by the end of any cure period granted under Article 13(asurrender obligations set forth in Section 5.01(e) of this Agreementlease. The right granted to Tenant under this Special Stipulation No. 7 is personal to Tenant, (y) no Event but may be exercised by any Affiliate of Default has occurred and is continuing and (z) no unsatisfied Margin Deficit then exists for which Tenant or any transferee through a Margin Call Notice has been deliveredPermitted Transfer. In the event of any other assignment of this lease or sublease by Tenant, (iii) by not later than the first day of each Extension Term, Seller shall have paid to Buyer the Extension Fee then due Options granted to Tenant herein shall thenceforth be void and payable, (iv) the then applicable Minimum Portfolio Purchase Price Debt Yield is satisfied and (v) the representations and warranties made by Seller in Article 9 (other than those contained in Article 9(s) relating to Purchased Assets subject to other Transactions) shall be true and correct in all material respects on the first day of each Extension Term with the same no further force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); provided, that, notwithstanding the foregoing, with respect to this Article 3(h)(v) only, the representation and warranty made pursuant to Article 9(o) shall be made excluding any reference to “(or prospects)”effect.
Appears in 1 contract
Extension Options. Seller Tenant shall have the option to extend the Term of this Lease for three (3) additional periods of sixty (60) months each as set forth in Article 1 of this Lease (each such period being referred to herein as an "Option Term") only by giving Landlord written notice by the later to occur of (A) fifteen (15) days following Tenant's receipt of written notice from Landlord reminding Tenant of the expiration date for Tenant's , ~ exercise of such option (which notice from Landlord shall not be delivered earlier than fifteen (15) months prior to the expiration of the then applicable Term), or (B) at least one (1) year before the expiration of the then applicable Term. All of the terms, covenants, conditions, provisions and agreements applicable to the initial Term shall be applicable to the Option Terms, including, without limitation, adjustment of the Minimum Annual Rent on each anniversary of the Commencement Date occurring during each Option Term. Time is of the essence with respect to Tenant's exercise of the options to extend the Facility Expiration Date from Term of this Lease provided herein. The option to extend the Initial Facility Expiration Date Term pursuant hereto by the Option Terms shall not be personal to the anniversary original Tenant signatory to this Lease and shall be exercisable by or for the benefit of such date in the succeeding year any assignee or subtenant of Tenant (or if such day is not a Business Dayincluding, the immediately succeeding Business Day) (such date, the “First Extended Facility Expiration Date”), from the First Extended Facility Expiration Date to the anniversary of such date in the succeeding year (or if such day is not a Business Day, the immediately succeeding Business Day) (such date, the “Second Extended Facility Expiration Date”) and from the Second Extended Facility Expiration Date to the anniversary of such date in the succeeding year (or if such day is not a Business Day, the immediately succeeding Business Day) (such date, the “Third Extended Facility Expiration Date”) (each such extension periodwithout limitation, an “Extension Term”assignee in connection with a "Permitted Transfer" pursuant to Section 13.4 below); provided, however, that in the event of Tenant's exercise of each such extension an option by Seller shall be subject to the following conditions precedent: (i) Seller shall have delivered to Buyer a written notice to extend the then effective Facility Expiration Date not less than thirty (30) and not more than ninety (90) calendar days prior to the then effective Facility Expiration Date (which notice may be revoked by Seller at pursuant hereto following any time prior to the then effective Facility Expiration Date), (ii) on the first day of each Extension Term, (x) no monetary or non- monetary Default has occurred and is continuing; provided, that notwithstanding the foregoing, if such non-monetary Default is susceptible of cure and Seller is working diligently to cure such non- monetary Default, then Seller shall be permitted to extend the Facility Expiration Date so long as such non-monetary Default is cured by the end of any cure period granted under Article 13(a) assignment of this Agreement, (y) no Event of Default has occurred and is continuing and (z) no unsatisfied Margin Deficit then exists for which a Margin Call Notice has been delivered, (iii) by not later than the first day of each Extension Term, Seller shall have paid to Buyer the Extension Fee then due and payable, (iv) the then applicable Minimum Portfolio Purchase Price Debt Yield is satisfied and (v) the representations and warranties made by Seller in Article 9 Lease (other than those contained to an assignee in Article 9(sconnection with a Permitted Transfer pursuant to Section 13.4 below) relating to Purchased Assets subject to other Transactions) shall be true and correct or while any sublease remains in all material respects on the first day of each Extension Term with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); provided, that, notwithstanding the foregoing, with respect to this Article 3(h)(v) onlythe Premises, the representation and warranty made pursuant to Article 9(o) Minimum Annual Rent shall be made excluding any reference increased as of the commencement of the applicable Option Term to “equal the greater of (1) the amount which would otherwise then be due based upon the adjustment provided for in Section 6.1 below, or prospects)”.(2) the "Fair Market Rent" (as hereinafter defined) for the Premises as of the commencement of such Option Term, and Minimum Annual Rent as so adjusted upon the commencement of such Option Term shall be further adjusted on each anniversary of the Commencement Date occurring during such Option Term in accordance with Section 6.1
Appears in 1 contract
Samples: Lease (Central Coast Bancorp)
Extension Options. Seller Tenant shall have the option to extend the Term of this Lease for three (3) additional periods of sixty (60) months each as set forth in Article 1 of this Lease (each such period being referred to herein as an “Option Term”’) only by giving Landlord written notice by the later to occur of (A) fifteen (15) days following Tenant’s receipt of written notice from Landlord reminding Tenant of the expiration date for Tenant’s exercise of such option (which notice from Landlord shall not be delivered earlier than fifteen (15) months prior to the expiration of the then applicable Term), or (B) at least one (1) year before the expiration of the then applicable Term. All of the terms, covenants, conditions, provisions and agreements applicable to the initial Term shall be applicable to the Option Terms, including, without limitation, adjustment of the Minimum Annual Rent on each anniversary of the Commencement Date occurring during each Option Term. Time is of the essence with respect to Tenant’s exercise of the options to extend the Facility Expiration Date from Term of this Lease provided herein. The option to extend the Initial Facility Expiration Date Term pursuant hereto by the Option Terms shall not be personal to the anniversary original Tenant signatory to this Lease and shall be exercisable by or for the benefit of such date in the succeeding year any assignee or subtenant of Tenant (or if such day is not a Business Dayincluding, the immediately succeeding Business Day) (such date, the “First Extended Facility Expiration Date”), from the First Extended Facility Expiration Date to the anniversary of such date in the succeeding year (or if such day is not a Business Day, the immediately succeeding Business Day) (such date, the “Second Extended Facility Expiration Date”) and from the Second Extended Facility Expiration Date to the anniversary of such date in the succeeding year (or if such day is not a Business Day, the immediately succeeding Business Day) (such date, the “Third Extended Facility Expiration Date”) (each such extension periodwithout limitation, an assignee in connection with a “Extension Term”Permitted Transfer” pursuant to Section 13.4 below); provided, however, that in the event of Tenant’s exercise of each such extension an option by Seller to extend pursuant hereto following any assignment of this Lease (other than to an assignee in connection with a Permitted Transfer pursuant to Section 13.4 below) or while any sublease remains in effect with respect to the Premises, Minimum Annual Rent shall be subject increased as of the commencement of the applicable Option Term to equal the greater of (1) the amount which would otherwise then be due based upon the adjustment provided for in Section 6.1 below, or (2) the “Fair Market Rent” (as hereinafter defined) for the Premises as of the commencement of such Option Term, and Minimum Annual Rent as so adjusted upon the commencement of such Option Term shall be further adjusted on each anniversary of the Commencement Date occurring during such Option Term in accordance with Section 6.1 below. All references in this Lease to the following conditions precedent: (i) Seller “Term” shall have delivered be deemed to Buyer a written notice mean the initial Term as extended by the Option Terms, as applicable. If applicable pursuant to extend the then effective Facility Expiration Date not less than thirty (30) and not more than ninety (90) calendar days prior to the then effective Facility Expiration Date (which notice may be revoked by Seller at any time prior to the then effective Facility Expiration Date), (ii) on the first day of each Extension Term, (x) no monetary or non- monetary Default has occurred and is continuing; provided, that notwithstanding the foregoing, if such non-monetary Default is susceptible of cure and Seller is working diligently to cure such non- monetary Default, then Seller the Fair Market Rent for each Option Term shall be permitted to extend the Facility Expiration Date so long determined as such non-monetary Default is cured by the end of any cure period granted under Article 13(a) of this Agreement, (y) no Event of Default has occurred and is continuing and (z) no unsatisfied Margin Deficit then exists for which a Margin Call Notice has been delivered, (iii) by not later than the first day of each Extension Term, Seller shall have paid to Buyer the Extension Fee then due and payable, (iv) the then applicable Minimum Portfolio Purchase Price Debt Yield is satisfied and (v) the representations and warranties made by Seller in Article 9 (other than those contained in Article 9(s) relating to Purchased Assets subject to other Transactions) shall be true and correct in all material respects on the first day of each Extension Term with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); provided, that, notwithstanding the foregoing, with respect to this Article 3(h)(v) only, the representation and warranty made pursuant to Article 9(o) shall be made excluding any reference to “(or prospects)”.follows:
Appears in 1 contract
Samples: Lease (Central Coast Bancorp)
Extension Options. Seller shall have three two (32) options to extend the Facility Expiration Date from the Initial Facility Expiration Date to the anniversary of such date in the succeeding year (or if such day is not a Business Day, the immediately succeeding Business Day) (such date, the “First Extended Facility Expiration Date”), ) and from the First Extended Facility Expiration Date to the anniversary of such date in the succeeding year (or if such day is not a Business Day, the immediately succeeding Business Day) (such date, the “Second Extended Facility Expiration Date”) and from the Second Extended Facility Expiration Date to the anniversary of such date in the succeeding year (or if such day is not a Business Day, the immediately succeeding Business Day) (such date, the “Third Extended Facility Expiration Date”) (each such extension period, an “Extension Term”); provided, that the exercise of each such extension option by Seller shall be subject to the following conditions precedent: (i) Seller shall have delivered to Buyer a written notice to extend the then effective Facility Expiration Date not less than thirty (30) and not more than ninety (90) calendar days prior to the then effective Facility Expiration Date (which notice may be revoked by Seller at any time prior to the then effective Facility Expiration Date), (ii) on the first day of each Extension Term, (x) no monetary or non- non-monetary Default has occurred and is continuing; provided, that notwithstanding the foregoing, if such non-monetary Default is susceptible of cure and Seller is working diligently to cure such non- non-monetary Default, then Seller shall be permitted to extend the Facility Expiration Date so long as such non-monetary Default is cured by the end of any cure period granted under Article 13(a) of this Agreement, (y) no Event of Default has occurred and is continuing and (z) no unsatisfied Margin Deficit then exists for which a Margin Call Notice has been delivered, (iii) by not later than the first day of each Extension Term, Seller shall have paid to Buyer the Extension Fee then due and payable, (iv) the then applicable Minimum Portfolio Purchase Price Debt Yield is satisfied and (v) the representations and warranties made by Seller in Article 9 (other than those contained in Article 9(s) relating to Purchased Assets subject to other Transactions) shall be true and correct in all material respects on the first day of each Extension Term with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); provided, that, notwithstanding the foregoing, with respect to this Article 3(h)(v) only, the representation and warranty made pursuant to Article 9(o) shall be made excluding any reference to “(or prospects)”.
Appears in 1 contract
Samples: Master Repurchase Agreement (Cim Real Estate Finance Trust, Inc.)
Extension Options. Seller So long as no Default exists, Tenant shall have three (3) options to renew and extend the Facility Expiration Date from Term for four (4) successive five (5) year periods ("Option Terms") upon the same terms and conditions as are provided herein for the initial Term (the "Initial Facility Expiration Date Term"), subject, however to the anniversary redetermination of Monthly Base Rent hereinafter provided. The option for each such Option Term shall be exercised by the giving of notice of exercise during, and at least 150 days prior to the expiration of, the prior Option Term or Initial Term (as the case may be). The monthly Base Rent shall be redetermined effective as of the beginning of each Option Period at a level equal to 95% of the then current market rate for the rental in the general area in which the Premises are located for comparable warehouse/distribution facilities leased under comparably structured leases (but excluding any rental value attributable to the Tenant Improvements paid for by Tenant and not reimbursed by Landlord). After an exercise by Tenant of an option to renew this Lease for a new Option Term, Landlord and Tenant shall use their best efforts to agree, at least 120 days prior to the commencement of such date in Option Term on the succeeding year (or if new Base Rent. In the absence of such day is not a Business Day, the immediately succeeding Business Day) (an agreement by such date, the “First Extended Facility Expiration Date”), from the First Extended Facility Expiration Date to the anniversary of such date in the succeeding year then within twenty (or if such day is not a Business Day, the immediately succeeding Business Day20) (days after such date, the “Second Extended Facility Expiration Date”) Landlord and from the Second Extended Facility Expiration Date to the anniversary of such date in the succeeding year (or if such day is not a Business DayTenant shall each appoint an appraiser, the immediately succeeding Business Day) (such date, the “Third Extended Facility Expiration Date”) (each such extension period, an “Extension Term”); provided, that the exercise two of each such extension option by Seller shall be subject to the following conditions precedent: (i) Seller shall have delivered to Buyer which will appoint a written notice to extend the then effective Facility Expiration Date not less than third appraiser within thirty (30) and not more than ninety (90) calendar days prior after the date of their appointment. Each appraiser shall have a minimum of five years' professional experience in appraising comparable property in the area in which the Property is located. Independently, each of the three appraisers will render an opinion as to the then effective Facility Expiration Date market rental and the two appraisers opinions which are closets in value will be averaged to determine the market rental rate on which the new monthly Base Rent of 95% of market rent will be based. Such opinions shall be rendered within sixty (which notice 60) days after the date the third of such three appraisers is appointed. In no event shall the monthly Base Rent so established be less, however, than the monthly Base Rent in effect at the conclusion of the prior Option Term or Initial Term (as the case may be revoked by Seller at any time prior to be). Landlord and Tenant will each pay for the then effective Facility Expiration Date), (ii) on cost of their respective appraiser and one-half the first day cost of each Extension Term, (x) no monetary or non- monetary Default has occurred and is continuing; provided, that notwithstanding the third appraiser. Notwithstanding the foregoing, if such non-monetary Default is susceptible of cure and Seller is working diligently in the event either party fails to cure such non- monetary Default, then Seller shall be permitted to extend the Facility Expiration Date so long as such non-monetary Default is cured by the end of any cure period granted under Article 13(a) of this Agreement, (y) no Event of Default has occurred and is continuing and (z) no unsatisfied Margin Deficit then exists for which a Margin Call Notice has been delivered, (iii) by not later than the first day of each Extension Term, Seller shall have paid to Buyer the Extension Fee then due and payable, (iv) the then applicable Minimum Portfolio Purchase Price Debt Yield is satisfied and (v) the representations and warranties made by Seller timely appoint an appraiser in Article 9 (other than those contained in Article 9(s) relating to Purchased Assets subject to other Transactions) shall be true and correct in all material respects on the first day of each Extension Term accordance with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); provided, that, notwithstanding the foregoing, with respect the other party shall notify such party in writing of such party's failure and that, if such party fails to this Article 3(h)(vmake an appointment within five (5) onlydays after such notice, the representation determination of the appraiser timely appointed shall control. If the party which receives such notice fails to make an appointment within such five (5) day period, the determination of the appraiser timely appointed shall control. The initial monthly Base Rent for each Option Term, as so determined, will be increased effective on the twenty-fifth (25th) and warranty made pursuant to Article 9(oforty-ninth (49th) months of such Option Term by ninety-five percent (95%) of the change in the Consumer Price Index (Los Angeles, Long Beach, Santa Ana - 0985 = 100) between the first (1st) and twenty-fourth (24th) and twenty-fifth (25th) and forty-eighth (48th) months, respectively, of each Option Term, provided that in no event shall any such increase in the monthly Base Rent be made excluding any reference to “less than six percent (6%), or prospectsmore than twelve percent (12%)”.
Appears in 1 contract
Extension Options. Seller Tenant shall have the right to extend the term of this Lease for two (2) additional terms of three (3) options to extend the Facility Expiration Date from the Initial Facility Expiration Date to the anniversary of such date in the succeeding year (or if such day is not a Business Day, the immediately succeeding Business Day) (such date, the “First Extended Facility Expiration Date”), from the First Extended Facility Expiration Date to the anniversary of such date in the succeeding year (or if such day is not a Business Day, the immediately succeeding Business Day) (such date, the “Second Extended Facility Expiration Date”) and from the Second Extended Facility Expiration Date to the anniversary of such date in the succeeding year (or if such day is not a Business Day, the immediately succeeding Business Day) (such date, the “Third Extended Facility Expiration Date”) years each (each such extension 3-year period, an “Extension Option Term”); provided, that the exercise ) by giving written notice of each such extension option by Seller to Landlord not more than two (2) years nor less than nine (9) months days prior to the expiration of the Initial Term or the first Option Term, as applicable, of this Lease, time being of the essence hereof; provided that, at the date of expiration of the Initial Term this Lease shall be subject in full force and effect and no material or monetary default by Tenant shall exist after expiration of the applicable cure period following notice. If Tenant shall give notice to the following conditions precedent: (i) Seller shall have delivered to Buyer a written notice Landlord of its election to extend the then effective Facility Expiration Date not less than term of this Lease for an Option Term but a material or monetary default (after written notice and expiration of applicable cure period) shall exist on the date of the expiration of the Initial Term or the first Option Term, as applicable, Landlord, at its option, may extend the term of this Lease for the applicable Option Term. The Lease for each Option Term shall be on the same terms, covenants and conditions contained in this Lease except that the Base Rent for each Option Term shall be equal to the Market Rent for the Premises determined as of the commencement of the applicable Option Term. Within thirty (30) and not more than ninety (90) calendar days prior to the then effective Facility Expiration Date (which after receipt by Landlord of Tenant’s notice may be revoked by Seller at any time prior to the then effective Facility Expiration Date), (ii) on the first day of each Extension Term, (x) no monetary or non- monetary Default has occurred and is continuing; provided, that notwithstanding the foregoing, if such non-monetary Default is susceptible of cure and Seller is working diligently to cure such non- monetary Default, then Seller shall be permitted exercising Tenant’s right to extend the Facility Expiration Date so long term of this Lease for the Option Term, as provided above, Landlord shall give Tenant notice of Landlord’s determination of the Market Rent (as herein defined) for the Premises. If Tenant disagrees with Landlord’s determination of the Market Rent for the Premises, Tenant shall give notice to Landlord within thirty (30) days after the date of Landlord’s notice, time being of the essence. Upon receipt of such non-monetary Default is cured by notice, Landlord and Tenant shall for a period of thirty (30) days or such longer period on which Landlord and Tenant may agree (the “Negotiation Period”) negotiate in good faith in an attempt to reach agreement upon the Market Rent for the Premises. If at the end of any cure period granted under Article 13(a) the Negotiation Period, Landlord and Tenant are unable to agree upon the Market Rent for the Premises, then the Market Rent for the applicable Option Term shall be determined by appraisal, made by a Board consisting of this Agreementthree reputable real estate appraisers, each of whom shall be a Member of the American Institute of Real Estate Appraisers with the designation of “MAI,” shall be experienced in the appraisal of commercial real estate in Hennepin County, Minnesota, and shall have no Disqualifying Interest (y) no Event of Default has occurred as defined herein). One appraiser shall be appointed by Landlord or its representative and is continuing and (z) no unsatisfied Margin Deficit then exists for which a Margin Call Notice has been delivered, (iii) one appraiser shall be appointed by not later than Tenant or its representative. The third appraiser shall be appointed by the first day two appraisers. If the first two appraisers are unable to agree on a third appraiser within thirty (30) days after the appointment of each Extension Termthe second appraiser, Seller or if either party refuses or neglects to appoint an appraiser as herein provided within twenty (20) days after the appointment of the first appraiser, then such third appraiser or such second appraiser whose appointment was not made as aforesaid shall be appointed by the then President of the Minnesota chapter of the American Institute of Real Estate Appraisers or such successor body hereafter constituted exercising similar functions, unless such President shall have paid to Buyer a direct or indirect financial or other business interest in or in common with any of the Extension Fee then due and payableparties hereto (a “Disqualifying Interest”), (iv) in which case the third appraiser or such other appraiser whose appointment was not made as aforesaid shall be appointed by the then applicable Minimum Portfolio Purchase Price Debt Yield is satisfied and (v) next highest ranking officer of the representations and warranties made by Seller in Article 9 (other than those contained in Article 9(s) relating to Purchased Assets subject to other Transactions) Minnesota chapter of the American Institute of Real Estate Appraisers or such successor body who shall not have a disqualifying interest. If the Market Rent determination of at least two of the appraisers shall be true identical in amount, that amount shall be final and correct in binding on both Landlord and Tenant. If the determinations of all material respects on the first day of each Extension Term with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); provided, that, notwithstanding the foregoing, with respect to this Article 3(h)(v) onlythree appraisers shall be different, the representation and warranty made pursuant to Article 9(o) Market Rent shall be made excluding any reference the average of the two determinations which are closest to “(or prospects)”each other.
Appears in 1 contract
Samples: Lease (Mathstar Inc)
