Lease Option. Agent shall have the option (the "Lease Option"), exercisable by written notice of such exercise to Owner Trust not later than the sixtieth (60th) day (or thirtieth (30th) day, if Agent informed Owner Trust of its intent to exercise the Purchase Option or Lease Option pursuant to Section 10.1(f)) prior to the scheduled date of Completion of the Facility, to cause Owner Trust to enter with Agent on or before the Completion Date a supplement to the Lease in recordable form substantially in the form attached hereto as Exhibit I (the "Lease Supplement") pursuant to which the term of the Lease will commence with respect to the Facility, subject to the following terms and conditions: (a) Agent shall deliver a customary legal opinion with respect thereto in form and substance reasonably acceptable to Owner Trust and Administrative Agent; (b) no Agent Default, Agent Event of Default or Owner Trust Termination Event shall have occurred and be continuing; (c) effective on the date of execution and delivery of the supplement to the Lease (the "Lease Commencement Date") and all related agreements and instruments, the term of the Lease shall commence and the Termination Date shall be extended to the Expiration Date as defined in the Lease, provided, however, that it shall be a condition to such extension and to the execution and delivery of the supplement to the Lease and the related agreements and instruments that Agent shall have confirmed in writing to Owner Trust and Administrative Agent that (i) no Agent Default, Agent Event of Default or Owner Trust Termination Event shall have occurred and be continuing and (ii) that its and Guarantor's representations and warranties in this Agreement and the other Operative Agreements are true and correct in all material respects as if made on and as of the Lease Commencement Date (except for those representations or warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date); and (d) if Agent exercises the Lease Option, all of Agent's obligations hereunder shall continue until the Completion Date and the Deposit Account Collateral, including the Collateral Agreement, shall remain in place until such time as all of the provisions of this Section 10.2 and Exhibit I hereto have been satisfied, at which time this Agreement shall terminate (except for those provisions which expressly survive such termination). 76 Construction Agency Agreement
Appears in 1 contract
Sources: Construction Agency Agreement (Reliant Resources Inc)
Lease Option. Agent shall have the option (the "Lease Option"), exercisable by written notice of such exercise to Owner Trust not later than the sixtieth (60th) day (or thirtieth (30th) day, if Agent informed Owner Trust of its intent to exercise the Purchase Option or The Lease Option pursuant to Section 10.1(fgranted in Article 2.1 must be exercised (if at all) within four years from the Lease’s Effective Date (Lease Option Period)) prior to . The Lease Option is conditioned on the scheduled date of Completion following terms.
A. The Lease Option must be exercised in writing during the Lease Option Period, and time is of the Facility, to cause Owner Trust to enter with Agent on or before the Completion Date a supplement to the Lease in recordable form substantially in the form attached hereto as Exhibit I (the "Lease Supplement") pursuant to which the term of the Lease will commence with respect to the Facility, subject to the following terms and conditions:
(a) Agent shall deliver a customary legal opinion with respect thereto in form and substance reasonably acceptable to Owner Trust and Administrative Agent;
(b) no Agent Default, Agent Event of Default or Owner Trust Termination Event shall have occurred and be continuing;
(c) effective on the date of execution and delivery of the supplement to the Lease (the "Lease Commencement Date") and all related agreements and instruments, the term of the Lease shall commence and the Termination Date shall be extended to the Expiration Date as defined in the Lease, provided, however, that it shall be a condition to such extension and to the execution and delivery of the supplement to the Lease and the related agreements and instruments that Agent shall have confirmed in writing to Owner Trust and Administrative Agent that (i) no Agent Default, Agent Event of Default or Owner Trust Termination Event shall have occurred and be continuing and (ii) that its and Guarantor's representations and warranties in this Agreement and the other Operative Agreements are true and correct in all material respects as if made on and as of the Lease Commencement Date (except for those representations or warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date); and
(d) if Agent essence. When Tenant properly exercises the Lease Option, the Parties shall begin performing the due diligence contemplated in this Article 2.18.
B. Tenant may not exercise the Lease Option if at the time Tenant would exercise the Lease Option, Tenant is in default of any provision of this Lease. Tenant’s exercise of the Lease Option does not affect any of Tenant’s Lease obligations, all of Agent's obligations hereunder which will remain in full force and effect. If Tenant does not exercise the Lease Option within the time provided under this Article 2.18, then Tenant shall continue deliver an executed Lease Option Waiver to Landlord in a form reasonably acceptable to the Parties.
C. Tenant shall pay Landlord the lump sum of $40,341 on the Lease’s Effective Date as compensation for the first year of the Lease Option Period. On each anniversary of the Effective Date until the Completion Date Lease Option expires, unless the Lease Option has been exercised earlier, Tenant shall pay Landlord $77,801 for each succeeding year of the Lease Option Period. The Lease Option compensation must be paid in a lump sum and may not be paid in equal installments similar to Net Rent under Article 6.2.
D. If Tenant properly exercises the Lease Option, the Parties shall conduct an environmental site assessment of the Phase 2 Parcel in the same manner as set forth in this Lease. The Parties may exercise all rights arising out of or relating to the environmental assessment in the same manner and to the same extent as the rights applicable to the original Premises’ environmental assessment.
E. If, in consequence of the environmental site assessment, Tenant accepts the Phase 2 Parcel in its then-existing condition, this Lease will be deemed amended to include the Phase 2 Parcel, and the Deposit Account Collateral, including Net Rent will be deemed increased by the Collateral Agreement, shall remain in place until such product of (1) the then applicable lease rate per square foot (the original lease rate as adjusted under Article 6.7 to reflect the passage of time as all from the Lease’s Effective Date to the date the Lease Option has been exercised) multiplied by (2) the area of the provisions Phase 2 Parcel set forth in Article 2.
1. The Parties shall then execute a memorandum of this Section 10.2 and Exhibit I hereto have rent change to memorialize that the Net Rent has been satisfied, at which time this Agreement shall terminate (except for those provisions which expressly survive such termination). 76 Construction Agency Agreementrevised due to Tenant’s exercise of the Lease Option.
Appears in 1 contract
Lease Option. Agent At any time after Buyer has waived the Feasibility Matters in Section 6.1 and Seller has vacated the buildings located on Parcel B, Buyer may elect to execute a lease for use and occupancy of Parcel B prior to Closing, provided that (a) the Parties have determined that any such lease is in compliance with the Subdivision Map Act and any other applicable laws and regulations, and (b) the lease terms and conditions are set forth in a separate agreement that has been mutually agreed upon by the Parties and approved by Seller’s Board of Education. The Parties acknowledge and agree that in the event of any such lease of Parcel B, ▇▇▇▇▇ intends to commence certain improvements and alterations to the buildings thereon, which construction, if any, shall have be in compliance with all applicable laws and policies. If the option Parties are unable to agree on the terms and conditions of a lease, Buyer may deliver written notice to Seller electing to terminate this Agreement (the "“Lease Option"Termination Notice”), exercisable by written notice which Lease Termination Notice shall be effective thirty (30) days after its delivery (the “Lease Cure Period”). If Buyer delivers the Lease Termination Notice and Buyer and Seller are unable to agree on the terms and conditions of such exercise to Owner Trust not later than the sixtieth (60th) day (or thirtieth (30th) day, if Agent informed Owner Trust of its intent to exercise the Purchase Option or Lease Option pursuant to Section 10.1(f)) lease prior to the scheduled date of Completion of the Facility, to cause Owner Trust to enter with Agent on or before the Completion Date a supplement to the Lease in recordable form substantially in the form attached hereto as Exhibit I (the "Lease Supplement") pursuant to which the term expiration of the Lease will commence with respect to Cure Period, then upon the Facilitynext business day after the Lease Cure Period, subject to the following terms and conditions:
(a) Agent Escrow shall deliver a customary legal opinion with respect thereto in form and substance reasonably acceptable to Owner Trust and Administrative Agent;
terminate, (b) no Agent DefaultEscrow Holder shall pay the Deposit (less the Non-Refundable Deposit) to Buyer without additional instructions from Seller, Agent Event of Default or Owner Trust Termination Event shall have occurred and be continuing;
(c) effective on Escrow Holder shall pay the date of execution Non-Refundable Deposit to Seller without additional instructions from Buyer, and delivery of the supplement (d) Escrow Holder shall immediately return all other documents, instruments and moneys to the Party that deposited the same. If ▇▇▇▇▇ delivers the Lease (Termination Notice and Buyer and Seller are able to agree on a lease prior to the "Lease Commencement Date") and all related agreements and instruments, the term expiration of the Lease Cure Period, then the Parties shall commence and proceed to Closing as if Buyer had not delivered the Lease Termination Date Notice (subject to all other conditions to Closing being satisfied or waived in accordance with this Agreement). Notwithstanding the generality of the foregoing, the Lease Termination Notice shall not be extended to the Expiration Date as defined applicable in the Lease, provided, however, event that it shall be the failure to finalize a condition to such extension and to the execution and delivery of the supplement to the Lease and the related agreements and instruments that Agent shall have confirmed in writing to Owner Trust and Administrative Agent that (i) no Agent Default, Agent Event of Default or Owner Trust Termination Event shall have occurred and be continuing and (ii) that its and Guarantor's representations and warranties in this Agreement and the other Operative Agreements are true and correct in all material respects as if made on and as of the Lease Commencement Date (except for those representations or warranties or parts thereof that, by their terms, expressly relate solely lease is due to a specific dateforce majeure event, in which case such representations and warranties shall be true and correct in all material respects as including, but not limited to, any acts of such specific date)God; and
(d) if Agent exercises riots, strikes, lockouts or civil disorder; acts of terrorism, rebellion, revolution, insurrection or war; or other unforeseeable acts or circumstances beyond the Lease Optioncontrol of Seller, all including, but not limited to, acts or omissions of Agent's obligations hereunder shall continue until the Completion Date and the Deposit Account Collateral, including the Collateral Agreement, shall remain in place until such time as all of the provisions of this Section 10.2 and Exhibit I hereto have been satisfied, at which time this Agreement shall terminate (except for those provisions which expressly survive such termination). 76 Construction Agency Agreementthird parties.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Lease Option. Agent The Lessor and the Lessee acknowledge that, on or before June 30, 2008, Umicore Canada Inc. (“Umicore”) may notify the Lessor in writing (hereinafter called the “Surrender Notification”) that it wishes to surrender to the Lessor no later than December 31, 2008 laboratory space on the main floor of the MMC Building that represents a single block of space contiguous with the boundary of the Leased Premises (the “Umicore Surrendered Lab Space”). The Lessor shall provide to the Lessee the Surrender Notification forthwith upon receipt thereof, and the Lessee shall then have the sole, exclusive and irrevocable option to lease any Umicore Surrendered Lab Space (the "“Lease Option"”), exercisable . The Lessee shall exercise the Lease Option by providing to the Lessor written notice within fifteen (15) days following the receipt of such exercise to Owner Trust not later than the sixtieth (60th) day (or thirtieth (30th) daySurrender Notice from the Lessor, if Agent informed Owner Trust of which notice shall state its intent intention to exercise the Purchase Option or Lease Option pursuant to Section 10.1(f)) prior to unconditionally, and set forth in a diagram the scheduled date of Completion of the Facility, to cause Owner Trust to enter with Agent on or before the Completion Date a supplement to Umicore Surrendered Lab Space for which it is exercising the Lease Option (the “Option Additional Space”), failing which the Lease Option shall expire. Provided that the Lease Option has been exercised in recordable form substantially this manner, the Lessee shall enter into a lease document for the Option Additional Space in the form attached hereto same form, mutatis mutandis, as Exhibit I (the "Lease Supplement") pursuant to Lease, which the term of the Lease will commence with respect to the Facility, subject to lease document shall incorporate the following terms and conditions:
(a) Agent the Lessee shall deliver a customary legal opinion with respect thereto pay basic rent for the Option Additional Space in form the amount of $10.00 per square foot up to and substance reasonably acceptable including June 30, 2015, plus its proportionate share operating costs applicable to Owner Trust and Administrative Agentthe Option Additional Space;
(b) no Agent Defaultthe term of the lease shall be co-extensive with the Term of Lease, Agent Event with the rights of Default or Owner Trust Termination Event shall have occurred renewal and be continuingrenewal term rents as provided for in the Lease, mutatis mutandis, to the Option Additional Space;
(c) effective the term shall commence on the date of execution and delivery first day of the supplement month immediately succeeding the month during which Umicore vacated the Umicore Surrendered Lab Space;
(d) any improvements to the Option Additional Space shall be approved in advance by the Lessor, acting reasonably, and shall be planned and completed at the sole cost and risk of the Lessee. The Lessee’s possession of the Umicore Surrendered Lab Space shall be without payment of any Basic Rent or Additional Rent whatsoever for the first three months of the term, for the purpose of readying such premises for its occupancy by, inter alia, installation of such tenant improvements as approved by the Lessor. The Lessee’s obligation to pay Basic Rent and Additional Rental for the Option Additional Space shall commence on the earlier of occupancy thereof or the expiry of the aforesaid 90 day period. If the Lessee fails to exercise the Lease Option in the manner aforesaid the Lessor shall be at liberty to either take possession or lease to a third party the Umicore Surrendered Lab Space.”
7. For greater certainty, upon the surrender of the 1st Floor Surrendered Premises, the 3rd Floor Surrendered Premises and the Parking Spaces as described herein from time to time, the Lease Agreement will automatically be deemed to have been amended such that:
(a) any and all reference to R&D/ AIMS I is removed from the Lease Agreement; and
(b) the definition of “Lands” in the Lease Agreement shall exclude reference to the lands upon which R&D/ AIMS I is located, being L▇▇ ▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇; all terms and conditions and definitions in the Lease Agreement will automatically be deemed to be amended to bring full force and effect to the above amendments.
8. The Lessor confirms that the following services, currently supplied by the Lessor to the Lessee, will continue to be provided to the Lessee to such standards and upon the same terms and conditions under which they have been provided to date:
(a) Security and emergency response services (the "Lease Commencement Date"particulars of which are contained in the Services Agreement now in existence between The Westaim Corporation and Sherritt International, Inc.). Such services shall be billed to the Lessee (in accordance with past conduct) and all related agreements and instrumentsat the Lessor’s cost thereof, without any m▇▇▇-up whatsoever for administration, overhead or otherwise.
9. To the extent that the server room located on the first floor of the AIMS I Building formed party of the Leased Premises prior to the date hereof, it is deemed to be included in the 1st Floor Surrendered Premises. However, the term Lessee shall be entitled to use the server room until December 31, 2007, in conjunction with others.
10. The Lessee shall have the option to include the cafeteria located adjacent to the boardroom on the main floor of the MMC Building as shown as a part of the Complex Common Facilities on Schedule B-2 to the Second Amending Lease shall commence and Agreement (the Termination Date “Small Cafeteria Space”) as part of the Leased Premises under the Lease, which option shall be extended exercised on or before June 30 2008 by the Lessee on written notice to the Expiration Date Lessor, and thereupon, the following shall apply:
(a) the “Complex Common Facilities”, as defined in the Lease, provided, however, that it shall be a condition deemed to such extension and be amended by deletion of the Small Cafeteria Space effective on the 30th day after the aforesaid written notice to the execution and delivery Lessor;
(b) the “Leased Premises”, as defined in the Lease, shall be deemed to be amended by the addition of the supplement Small Cafeteria Space as part thereof, such amendment to be effective on the 30th day after the aforesaid written notice to the Lease Lessor. For the purpose of calculation of Basic Rent respecting the Small Cafeteria space, the Lessor shall make a measurement thereof at the time of commencement of occupation thereof by the Lessee and such measurement shall be binding on the related agreements parties;
(c) any improvements to the Small Cafeteria Space shall be approved in advance by the Lessor, acting reasonably, and instruments that Agent shall have confirmed in writing to Owner Trust be planned and Administrative Agent that (i) no Agent Default, Agent Event of Default or Owner Trust Termination Event shall have occurred completed at the sole cost and be continuing and (ii) that its and Guarantor's representations and warranties in this Agreement and the other Operative Agreements are true and correct in all material respects as if made on and as risk of the Lease Commencement Date (except for those representations or warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties Lessee. The Lessee shall be true and correct in all material respects as entitled to possession of the Small Cafeteria Space effective on the 30th day after the aforesaid written notice to the Lessor for a period of 90 days therefrom without payment of any Basic Rent or Additional Rental whatsoever, for the purpose of readying such premises for its occupancy by, inter alia, installation of such specific date); and
(d) if Agent exercises tenant improvements as approved by the Lease Option, all Lessor. The Lessee’s obligation to pay Basic Rent and Additional Rental for the Small Cafeteria Space shall commence on the earlier of Agent's obligations hereunder shall continue until occupancy thereof or the Completion Date and the Deposit Account Collateral, including the Collateral Agreement, shall remain in place until such time as all expiry of the provisions of this Section 10.2 and Exhibit I hereto have been satisfied, at which time this Agreement shall terminate (except for those provisions which expressly survive such termination). 76 Construction Agency Agreementaforesaid 90 day period.
Appears in 1 contract