Common use of Landlord’s Recapture Rights Clause in Contracts

Landlord’s Recapture Rights. Notwithstanding any other provision of this Article, if Tenant desires to assign, sublease or otherwise transfer to any person or entity (other than an Affiliate) any interest in this Lease or the Premises or any part thereof, then Tenant shall deliver to Landlord a written request for consent, together with all of the information specified in Section 11.05 above. If such transfer (together with all other assignments, subleases or transfers then in effect) would affect more than fifty percent (50%) of the Rentable Area of the Premises in the aggregate (such total affected portion of the Rentable Area of the Premises being referred to herein as the “Recapture Space”), then Landlord shall have the option to recapture the Recapture Space, which option shall be exercisable only by giving written notice to Tenant (“Recapture Notice”) within fifteen (15) days after Landlord’s receipt of Tenant’s request for consent. Upon Landlord’s timely delivery of a Recapture Notice to Tenant, Tenant shall have the right, for up to fifteen (15) days following receipt of such Recapture Notice, to withdraw Tenant’s written request for Landlord’s consent which triggered Landlord’s option to recapture by written notice to Landlord. If Tenant withdraws Tenant’s written request for Landlord’s consent as provided herein, this Lease shall continue in full force and effect. If Landlord exercises its option to recapture and Tenant does not withdraw its written request for Landlord’s consent as provided herein, this Lease shall terminate with respect to the Recapture Space effective on the date that is specified in Tenant’s request for consent as the effective date of the proposed transfer. Landlord’s recapture rights shall be subject to the rights of any assignee, subtenant or other transferee of Tenant, as set forth in any assignment, sublease or other transfer agreement to which Landlord previously has consented, but subject to the terms and conditions set forth in Landlord’s consent thereto; any such assignment, sublease or other transfer agreement shall be assigned to Landlord as of the effective date of Landlord’s recapture.

Landlord’s Recapture Rights. Notwithstanding any other provision of this ArticleArticle 11, if Tenant desires to assign, sublease or otherwise transfer Transfer to any person or entity (other than an Affiliate) any interest in this Lease or the Premises or any part thereof, then Tenant shall deliver to Landlord a written request for consent, together with all of the information specified in Section 11.05 above. If such transfer Transfer (together with all other assignments, subleases or transfers Transfers then in effect) would affect more than fifty sixty percent (5060%) of the then-remaining Rentable Area of the Premises in the aggregate (such total affected portion of the Rentable Area of the Premises being referred to herein as the “Recapture Space”) for more than sixty percent (60%) of the then-remaining Lease Term (not taking into account any possible Extension Periods), then Landlord shall have the option to recapture the Recapture Space, which option shall be exercisable only by giving CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. written notice to Tenant (“Recapture Notice”) within fifteen thirty (1530) days after Landlord’s receipt of Tenant’s request for consent. Upon Landlord’s timely delivery of a Recapture Notice to TenantTenant (i) Tenant may, Tenant shall have the right, for up by delivering written notice to fifteen Landlord within two (152) business days following after receipt of such the Recapture Notice, rescind its request to withdraw Tenant’s written request for Landlord’s consent which triggered Landlord’s option Transfer any interest in this Lease or the Premises, whereupon Landlord shall have no right to recapture by written notice to Landlord. If Tenant withdraws Tenant’s written request for Landlord’s consent as provided herein, the Recapture Space and this Lease shall continue remain in full force and effect. If , or (ii) should Tenant fail to deliver written notice to Landlord exercises its option to recapture and Tenant does not withdraw its written request for Landlord’s consent within two (2) business days as provided hereinmentioned in sub-section (i) above, this Lease shall terminate terminate, and Tenant shall be fully and forever released by Landlord of and from all non-delinquent obligations of Tenant under this Lease with respect to the Recapture Space effective on the date that is specified in Tenant’s request for consent as the effective date of the proposed transfer. Landlord’s recapture rights shall be subject to Transfer, except for those obligations which expressly survive the rights term of any assignee, subtenant or other transferee of Tenant, as set forth in any assignment, sublease or other transfer agreement to which Landlord previously has consented, but subject this Lease pursuant to the terms and conditions set forth in Landlord’s consent thereto; any such assignment, sublease or other transfer agreement shall be assigned to Landlord as of the effective date of Landlord’s recapturethereof.

Landlord’s Recapture Rights. Notwithstanding any other provision of this ArticleArticle 11, if Tenant desires to assign, sublease or otherwise transfer to any person or entity (other than an Affiliate) any interest in this Lease or the Premises or any part thereof, then Tenant shall deliver to Landlord a written request for consent, together with all of the information specified in Section 11.05 above. If such transfer (together with all other assignments, subleases or transfers then in effect) would affect more than fifty percent (50%) of the Rentable Area of the Premises in the aggregate for more than seventy-five percent (such total affected portion 75%) of the Rentable Area remainder of the Premises being referred to herein as the “Recapture Space”)Term, then Landlord shall have the option to recapture the space Tenant is then seeking to transfer (the “Recapture Space”), which option shall be exercisable only by giving written notice to Tenant (“Recapture Notice”) within fifteen ten (1510) days after Landlord’s receipt of Tenant’s request for consent. Upon Landlord’s timely delivery of a Recapture Notice to Tenant, Tenant shall have the right, for up to fifteen (15) days following receipt of such Recapture Notice, to withdraw Tenant’s written request for Landlord’s consent which triggered Landlord’s option to recapture by written notice to Landlord. If Tenant withdraws Tenant’s written request for Landlord’s consent as provided herein, this Lease shall continue in full force and effect. If Landlord exercises its option to recapture and Tenant does not withdraw its written request for Landlord’s consent as provided herein, this Lease shall terminate this Lease with respect to the Recapture Space effective on the date that is specified in Tenant’s request for consent as the effective date of the proposed transfer. LandlordNotwithstanding the foregoing, if Landlord delivers a Recapture Notice to Tenant, Tenant may, within ten (10) days after Tenant’s recapture rights receipt of the Recapture Notice, deliver written notice to Landlord indicating that Tenant is rescinding its request for consent to the proposed transfer, in which case the transfer shall not be consummated and this Lease shall remain in full force and effect as to the Recapture Space. Tenant’s failure to so notify Landlord in writing within said ten (10) day period shall be subject deemed to constitute Tenant’s election to allow the rights of any assignee, subtenant or other transferee of Tenant, as set forth in any assignment, sublease or other transfer agreement Recapture Notice to which Landlord previously has consented, but subject to the terms and conditions set forth in Landlord’s consent thereto; any such assignment, sublease or other transfer agreement shall be assigned to Landlord as of the effective date of Landlord’s recaptureeffective.

Landlord’s Recapture Rights. Notwithstanding any other provision of this Article, Article XI if Tenant desires to assign, sublease or otherwise transfer to any person or entity (other than an Affiliate) any interest in this Lease or the Premises or any part thereof, then Tenant shall deliver to Landlord a written request for consent, together with all of the information specified in Section 11.05 above. If such transfer (together with all other assignments, subleases or transfers then in effect) would affect more than fifty percent (50%) of the Rentable Area of the Premises in the aggregate (such total affected portion of the Rentable Area of the Premises being referred to herein as the “Recapture Space”), then Landlord shall have the option to recapture the Recapture Space, which option shall be exercisable only by giving written notice to Tenant (“Recapture Notice”) within fifteen thirty (1530) days after Landlord’s receipt of Tenant’s request for consent. Upon Landlord’s timely delivery of a Recapture Notice to Tenant, Tenant shall have the right, for up to fifteen (15) days following receipt of such Recapture Notice, to withdraw Tenant’s written request for Landlord’s consent which triggered Landlord’s option to recapture by written notice to Landlord. If Tenant withdraws Tenant’s written request for Landlord’s consent as provided herein, this Lease shall continue in full force and effect. If Landlord exercises its option to recapture and Tenant does not withdraw its written request for Landlord’s consent as provided herein, this Lease shall terminate this Lease with respect to the Recapture Space effective on the date that is specified in Tenant’s request for consent as the effective date of the proposed transfer. Landlord’s recapture rights shall be subject to the rights of any assignee, subtenant or other transferee of Tenant, as set forth in any assignment, sublease or other transfer agreement to which Landlord previously has consented, but subject to the terms and conditions set forth in Landlord’s consent thereto; any such assignment, sublease or other transfer agreement shall be assigned to Landlord as of the effective date of Landlord’s recapture.

Landlord’s Recapture Rights. (a) Landlord’s Recapture Rights. Notwithstanding any other provision of this Article, Article XI if Tenant desires to assign, sublease or otherwise transfer to any person or entity (other than an Affiliate) any interest in this Lease or the Premises or any part thereof, then Tenant shall deliver to Landlord a written request for consent, together with all of the information specified in Section 11.05 above. If such transfer (together with all other assignments, subleases or transfers then in effect) would affect more than fifty percent (50%) of the Rentable Area of the Premises in the aggregate (such total affected portion of the Rentable Area of the Premises being referred to herein as the “Recapture Space”), then Landlord shall have the option to recapture the Recapture Space, which option shall be exercisable only by giving written notice to Tenant (“Recapture Notice”) within fifteen thirty (1530) days after Landlord’s receipt of Tenant’s request for consent. Upon Landlord’s timely delivery of a Recapture Notice to Tenant, Tenant shall have the right, for up to fifteen (15) days following receipt of such Recapture Notice, to withdraw Tenant’s written request for Landlord’s consent which triggered Landlord’s option to recapture by written notice to Landlord. If Tenant withdraws Tenant’s written request for Landlord’s consent as provided herein, this Lease shall continue in full force and effect. If Landlord exercises its option to recapture and Tenant does not withdraw its written request for Landlord’s consent as provided herein, this Lease shall terminate this Lease with respect to the Recapture Space effective on the date that is specified in Tenant’s request for consent as the effective date of the proposed transfer. Landlord’s recapture rights shall be subject to the rights of any assignee, subtenant or other transferee of Tenant, as set forth in any assignment, sublease or other transfer agreement to which Landlord previously has consented, but subject to the terms and conditions set forth in Landlord’s consent thereto; any such assignment, sublease or other transfer agreement shall be assigned to Landlord as of the effective date of Landlord’s recapture.

Landlord’s Recapture Rights. Notwithstanding any other provision of this Article, if If Tenant desires to assign, sublease or otherwise transfer to any person or entity (other than an Affiliate) any interest in assign this Lease or the Premises to sublet all or any part thereofportion of the Demised Premises, then Tenant it shall deliver first submit in writing to Landlord the documents described in Section 15.3 hereof, and shall offer in writing, (a) with respect to a written request prospective assignment, to assign this Lease to Landlord without any payment of monies or other consideration therefor, or, (b) with respect to a prospective subletting, to sublet to Landlord the portion of the Demised Premises involved ("Leaseback Area") for consentthe term specified by Tenant in its proposed sublease and at the lower of (i) Tenant's proposed subrental, together with or (ii) at the same rate of Fixed Rent and Additional Rent, and otherwise on the same terms, covenants and conditions (including provisions relating to escalation rents), as are contained herein and as are allocable and applicable to the portion of the Demised Premises to be covered by such subletting. The offer shall specify the date (the "Effective Date") when the assignment will be effective or the Leaseback Area will be made available to Landlord, as the case may be, which date shall in no event be earlier than ninety (90) days nor later than one hundred eighty (180) days following the acceptance of the offer. If an offer of sublease is made, and if the proposed sublease will result in all or substantially all of the information specified in Section 11.05 above. If such transfer (together with all other assignments, subleases or transfers then in effect) would affect more than fifty percent (50%) of the Rentable Area of the Premises in the aggregate (such total affected portion of the Rentable Area of the Demised Premises being referred to herein as the “Recapture Space”)sublet, then Landlord shall have the option to recapture extend the Recapture Spaceterms of its proposed sublease for the balance of the Term of this Lease less one (1) day. Alternatively, which option shall be exercisable only within sixty (60) days of the receipt of an offer from Tenant to assign this Lease or to sublease all or substantially all of the Demised Premises, Landlord may elect to terminate this Lease by giving delivering written notice of such election to Tenant Tenant. Landlord, in any event, shall have a period of thirty (“Recapture Notice”) within fifteen (1530) days after Landlord’s from the receipt of Tenant’s request for consentany such assignment or subletting offer from Tenant to either accept or reject the same. Upon Landlord’s timely delivery of a Recapture Notice to TenantIf Landlord shall accept such offer, Tenant shall have the right, for up to fifteen (15) days following receipt of such Recapture Notice, to withdraw Tenant’s written request for Landlord’s consent which triggered Landlord’s option to recapture by written notice then execute and deliver to Landlord, or to anyone designated or named by Landlord, an assignment or sublease, as the case may be, which assignment or sublease, as the case may be, is in form and substance reasonably satisfactory to Landlord's counsel. If Tenant withdraws Tenant’s written request for Landlord’s consent as provided hereina sublease is so made, this Lease it shall continue in full force and effect. If Landlord exercises its option to recapture and Tenant does not withdraw its written request for Landlord’s consent as provided herein, this Lease shall terminate with respect to the Recapture Space effective on the date that is specified in Tenant’s request for consent as the effective date of the proposed transfer. Landlord’s recapture rights shall be subject to the rights of any assignee, subtenant or other transferee of Tenant, as set forth in any assignment, sublease or other transfer agreement to which Landlord previously has consented, but subject to the terms and conditions set forth in Landlord’s consent thereto; any such assignment, sublease or other transfer agreement shall be assigned to Landlord as of the effective date of Landlord’s recapture.expressly:

Landlord’s Recapture Rights. (a) Landlord’s Recapture Rights Notwithstanding any other provision of this ArticleArticle 11, if Tenant desires to assign, sublease or otherwise transfer to any person or entity (other than an Affiliate) any interest in this Lease or the entire Premises or any part thereof, then Tenant shall deliver to Landlord a written request for consent, together with all of the information specified in Section 11.05 above. If such transfer (together with all other assignments, subleases or transfers then in effect) would affect more than fifty seventy five percent (5075%) of the Rentable Area of the Premises in the aggregate (such total affected portion of the Rentable Area of the Premises being referred to herein as the “Recapture Space”)) for more than fifty percent (50%) of the remainder of the Lease Term, then Landlord shall have the option to recapture all, but not less than all, of the Recapture Space, which option shall be exercisable only by giving written notice to Tenant (“Recapture Notice”) within fifteen ten (1510) days after Landlord’s receipt of Tenant’s request for consent. Upon Landlord’s A timely delivery of a Recapture Notice to Tenant, Tenant shall have the right, for up to fifteen (15) days following receipt of such Recapture Notice, to withdraw Tenant’s written request for Landlord’s consent which triggered Landlord’s option to recapture by written notice to Landlord. If Tenant withdraws Tenant’s written request for Landlord’s consent as provided herein, terminate this Lease shall continue in full force and effect. If Landlord exercises its option to recapture and Tenant does not withdraw its written request for Landlord’s consent as provided herein, this Lease shall terminate with respect to the Recapture Space effective on as of the date that is specified in Tenant’s request for consent as the effective date of the proposed transfer. Landlord’s recapture rights shall be subject to the rights of any assignee, subtenant or other transferee of Tenant, as set forth in any assignment, sublease or other transfer agreement to which Landlord previously has consented, but subject to the terms and conditions set forth in Landlord’s consent thereto; any such assignment, sublease or other transfer agreement shall be assigned to Landlord as of the effective date of Landlord’s recapture.