Common use of Market Rent Clause in Contracts

Market Rent. If a situation arises under this Lease where the determination of the "then market rates for the Building" (herein "Market Rent") becomes necessary, Lessor and Lessee shall, for a period of twenty (20) days after written notice from one party to the other that such a determination is needed ("Negotiation Period"), attempt to negotiate the Market Rent. In the even that Lessor and Lessee are unable to do so, Lessor and Lessee agree that Market Rent shall be determined by binding arbitration conducted in accordance with the following provisions: (i) within ten (10) days after the end of the Negotiation Period, Lessee shall give written notice to Lessor of Lessee's appointment of a person as arbitrator on its behalf together with Lessee's determination of Market Rent ("Lessee's Market Rent"). Within the same ten (10) day period, Lessor by written notice to Lessee, shall appoint a second person as arbitrator on its behalf together with Lessor's determination of Market Rent ("Lessor's Market Rent"). The arbitrators thus appointed shall within ten (10) days after appointment of the first and second arbitrators appoint a third person and the three (3) arbitrators shall, within twenty (20) days, determine the Market Rent only by (x) making their own independent determination of the actual Market Rent for the Premises based upon the above specified definition, standards and requirements and thereafter (y) if the three (3) arbitrators are unable to reach a consensus on the Market Rent, each will submit his own separate determination and they shall take the average of the two (2) closest arbitrators' Market Rent figures and give notice of such averaged Market Rent to both Lessor and Lessee, which amount shall be the Market Rent for all purposes of this Paragraph 7. If either the Lessee's or the Lessor's arbitrator shall not have been appointed within the ten (10) day period set forth above, then the other party shall have the sole right to designate the Market Rent, and if the two (2) arbitrators as appointed by the parties shall be unable to agree within ten (10) days after their appointment upon the third arbitrator, they shall give written notice to the parties of such failure to agree and if the parties fail to agree upon the selection of such third arbitrator within ten (10) days after the arbitrators appointed by the parties gave notice as specified above, then within ten (10) days thereafter, either of the parties upon notice to the other party may request in writing such appointment by the American Arbitration Association or any such successor organization, or in its absence, refusal, failure or inability to act within ten (10) days after the request to the American Arbitration Association, may apply to a court with jurisdiction within the state where the Building is located (the "Court") for a court appointment of such third arbitrator. (ii) Each arbitrator shall be a qualified and impartial person who shall be a licensed real estate broker having substantial commercial experience with respect to management, ownership, leasing and marketing of office buildings in the Standard Metropolitan Statistical Area within which the Building is located. If any objection is made by one party as to the qualifications of the arbitrator appointed by the other party, or by the two arbitrators previously chosen, the running of the schedule of events in subparagraph (i) of this Paragraph 7 shall be tolled and the Court shall decide on the basis of the standards for qualifications set forth in the first sentence of this subparagraph (ii), the issue of the qualification of the arbitrator as to whom an objection has been made. If the Court decides that the arbitrator is qualified, then the schedule of events in subparagraph (i) of this Paragraph 7 shall begin running again starting at the time of the decision by such Court. If the Court determines that the arbitrator is unqualified, then the party who had selected such unqualified arbitrator shall have ten (10) days from the time of such decision to select another arbitrator and the schedule of events in subparagraph (i) of this Paragraph 7 shall begin running again at the time of such timely selection. (iii) The decision and award of the arbitrator(s) shall be final and conclusive on the parties and counterpart copies of such decision shall be delivered to each of the parties. In the event Lessee exercises its option, judgment may be had on the decision and award of the arbitrator(s) so rendered in any court of competent jurisdiction and to the extent that any applicable state statute imposes requirements different than those of the American Arbitration Association in order for the decision of the arbitrator(s) to be enforceable in the courts of the state where the Building is located, such requirements shall be complied with in the arbitration. (iv) The parties shall share equally and pay jointly the fees and expenses relating to the arbitration (including, without being limited to, the fees and expenses of counsel, experts and witnesses, the fees paid to the arbitrators and the expenses of the arbitration) whether or not either party in fact uses the Market Rate pursuant to any applicable provision of this Lease. This obligation of payment shall survive the termination of this Lease.

Market Rent. If The expression "the market rent" shall mean the yearly rent at which the Premises might reasonably be expected to be let after the expiry of a situation arises rent free or concessionary rent period or receipt of an inducement of such length or amount as would be negotiated in the open market in each case to reflect the length of time reasonably likely to be required for usual initial fitting- out of the Premises by the tenant without fine or premium as one entity on the open market at the Review Date in question for a period equal to the unexpired period of the Duration or 10 years (whichever is the greater) computed in each case from the Review Date in question, with vacant possession by a willing landlord to a willing tenant and otherwise on similar provisions to those contained in this Lease (other than the amount of rent but including provision equivalent to the provisions contained herein for review of rent on a 5 yearly cycle) 3.3.1 upon the following assumptions: (a) that the Premises are fit for immediate occupation and use; (b) that the Tenant has complied with all the obligations imposed on the Tenant under this Lease where and that no works have been carried out to the determination Premises by or on behalf of the "then market rates for Tenant which have diminished the Building" rental value of the Premises; and (herein "Market Rent"c) becomes necessarythat if the Premises or any part thereof have been destroyed or damaged, Lessor and Lessee shall, for a period of twenty (20) days after written notice from one party to the other that such a determination is needed ("Negotiation Period"), attempt to negotiate same had immediately before the Market Rent. In the even that Lessor and Lessee are unable to do so, Lessor and Lessee agree that Market Rent shall be determined by binding arbitration conducted Review Date in accordance with the following provisionsquestion been fully reinstated; and 3.3.2 but taking no account of: (ia) within ten any effect on rent of the fact that the Tenant, their permitted sub-tenant or their respective predecessors in title may have been in occupation of the Premises; (10b) days any goodwill attached to the Premises by reason of any trade or business carried on therein by the Tenant or any permitted sub-tenant or their respective predecessors in title; and (c) any increase in rent attributable to improvements (including the Tenant’s initial fitting out works) to the Premises carried out by the Tenant, or any permitted sub-tenant with the Landlord's consent (where required) otherwise than in pursuance of an obligation to the Landlord or their predecessors in title, whether before or after the end Date of Entry under the Negotiation Period, Lessee shall give written notice to Lessor of Lessee's appointment of a person as arbitrator on its behalf together with Lessee's determination of Market Rent ("Lessee's Market Rent"). Within the same ten (10) day period, Lessor by written notice to Lessee, shall appoint a second person as arbitrator on its behalf together with Lessor's determination of Market Rent ("Lessor's Market Rent"). The arbitrators thus appointed shall within ten (10) days after appointment of the first and second arbitrators appoint a third person and the three (3) arbitrators shall, within twenty (20) days, determine the Market Rent only by (x) making their own independent determination of the actual Market Rent for the Premises based upon the above specified definition, standards and requirements and thereafter (y) if the three (3) arbitrators are unable to reach a consensus on the Market Rent, each will submit his own separate determination and they shall take the average of the two (2) closest arbitrators' Market Rent figures and give notice of such averaged Market Rent to both Lessor and Lessee, which amount shall be the Market Rent for all purposes provisions of this Paragraph 7. If either the Lessee's or the Lessor's arbitrator shall not have been appointed within the ten Lease (10) day period set forth above, then the other party shall have the sole right to designate the Market Rent, and if the two (2) arbitrators as appointed by the parties shall be unable to agree within ten (10) days after their appointment upon the third arbitrator, they shall give written notice to the parties of such failure to agree and if the parties fail to agree upon the selection of such third arbitrator within ten (10) days after the arbitrators appointed by the parties gave notice as specified above, then within ten (10) days thereafter, either of the parties upon notice to the other party may request in writing such appointment by the American Arbitration Association or but any such successor organization, or in its absence, refusal, failure or inability to act within ten (10) days after the request to the American Arbitration Association, may apply to a court with jurisdiction within the state where the Building is located (the "Court") for a court appointment of such third arbitrator. (ii) Each arbitrator shall be a qualified and impartial person who shall be a licensed real estate broker having substantial commercial experience with respect to management, ownership, leasing and marketing of office buildings in the Standard Metropolitan Statistical Area within which the Building is located. If any objection is made by one party as to the qualifications of the arbitrator appointed by the other party, or by the two arbitrators previously chosen, the running of the schedule of events in subparagraph (i) of this Paragraph 7 shall be tolled and the Court shall decide on the basis of the standards for qualifications set forth in the first sentence of this subparagraph (ii), the issue of the qualification of the arbitrator as to whom an objection has been made. If the Court decides that the arbitrator is qualified, then the schedule of events in subparagraph (i) of this Paragraph 7 shall begin running again starting at the time of the decision by such Court. If the Court determines that the arbitrator is unqualified, then the party who had selected such unqualified arbitrator shall have ten (10) days from the time of such decision to select another arbitrator and the schedule of events in subparagraph (i) of this Paragraph 7 shall begin running again at the time of such timely selection. (iii) The decision and award of the arbitrator(s) shall be final and conclusive on the parties and counterpart copies of such decision shall be delivered to each of the parties. In the event Lessee exercises its option, judgment may be had on the decision and award of the arbitrator(s) so rendered in any court of competent jurisdiction and to the extent that any applicable state statute imposes requirements different than those of the American Arbitration Association in order for the decision of the arbitrator(s) to be enforceable in the courts of the state where the Building is located, such requirements shall be complied with in the arbitration. (iv) The parties shall share equally and pay jointly the fees and expenses obligations relating to the arbitration (including, without being limited to, the fees and expenses method or timing of counsel, experts and witnesses, the fees paid to the arbitrators and the expenses of the arbitration) whether or works in any document giving consent will not either party in fact uses the Market Rate pursuant to any applicable provision of this Lease. This be treated as an obligation of payment shall survive the termination of this Leasefor these purposes).

Market Rent. If a situation arises under this Lease where the determination of the "then The market rates rent for the Building" Premises shall be the then fair market rent for similar space in similar Class A office buildings in the Route 495 corridor market (herein including any concessions like rent abatement or refurbishing allowances being offered to tenants), which such rent (the "Market Rent") becomes necessary, Lessor and Lessee shall, for a period of twenty (20) days after written notice from one party to the other that such a determination is needed ("Negotiation Period"), attempt to negotiate the Market Rent. In the even that Lessor and Lessee are unable to do so, Lessor and Lessee agree that shall be determined as follows: A. The Market Rent shall be determined proposed by binding arbitration conducted in accordance with the following provisions: Landlord within fifteen (i) within ten (1015) days after of receipt of Tenant's notice that it intends to exercise its option to extend the end of Term pursuant to Section 3.2 hereof (the Negotiation Period, Lessee shall give written notice to Lessor of Lessee"Landlord's appointment of a person as arbitrator on its behalf together with Lessee's determination of Market Rent ("Lessee's Market Rent"). Within the same ten (10) day period, Lessor by written notice to Lessee, shall appoint a second person as arbitrator on its behalf together with Lessor's determination of Market Rent ("Lessor's Proposed Market Rent"). The arbitrators thus appointed Landlord's Proposed Market Rent shall be the Market Rent unless Tenant notifies Landlord, within fifteen (15) days of Tenant's receipt of Landlord's Proposed Market Rent, that Landlord's Proposed Market Rent is not satisfactory to Tenant and that Tenant desires (i) to withdraw its election to renew, whereupon the provisions of Section 3.2 shall, as to the applicable Extended Term, be null and void or (ii) to have appraisers determine the Market Rent ("Tenant's Appraisal Notice"), which notice shall specify the name and address of the appraiser designated by Tenant. Landlord shall within ten five (105) days after appointment receipt of Tenant's Appraisal Notice, notify Tenant of the first name and second arbitrators appoint a third person and address of the three (3) arbitrators appraiser designated by Landlord. Such two appraisers shall, within twenty (20) daysdays after the Landlord's designation of an appraiser, determine make their determinations of the Market Rent only by (x) making their own independent determination of the actual Market Rent for the Premises based upon the above specified definition, standards in writing and requirements give notice thereof to each other and thereafter (y) if the three (3) arbitrators are unable to reach a consensus on the Market Rent, each will submit his own separate determination Landlord and they shall take the average of the Tenant. Such two (2) closest arbitrators' Market Rent figures and give appraisers shall have twenty (20) days after the receipt of notice of such averaged Market Rent each other's determination to both Lessor confer with each other and Lessee, which amount shall be to attempt to reach agreement as to the Market Rent for all purposes determination of this Paragraph 7. If either the Lessee's or the Lessor's arbitrator shall not have been appointed within the ten (10) day period set forth above, then the other party shall have the sole right to designate the Market Rent, and if the two (2) arbitrators as appointed by the parties . If such appraisers shall be unable to agree within ten (10) days after their appointment upon the third arbitratorconcur in such determination, they shall give written notice thereof to Landlord and Tenant and such concurrence shall be final and binding upon Landlord and Tenant. If such appraisers shall fail to concur as to such determination within said twenty (20) day period, they shall give notice thereof to Landlord and Tenant and shall immediately designate a third appraiser. If the parties two appraisers shall fail to agree upon the designation of such third appraiser within five (5) days after said twenty (20) day period, then they or either of them shall give notice of such failure to agree to Landlord and Tenant and if the parties Landlord and Tenant fail to agree upon the selection of such third arbitrator appraiser within five (5) days after the appraiser(s) appointed by the parties give notice as aforesaid, then either party on behalf of both may apply to the American Arbitration Association or any successor thereto, or on his or her failure, refusal or inability to act, to a court of competent jurisdiction, for the designation of such third appraiser. 1. All appraisers shall be real estate appraisers or consultants who shall have had at least seven (7) years continuous experience in the business of appraising or leasing real estate in the suburban Boston area. 2. The third appraiser shall conduct such hearings and investigations as he or she may deem appropriate and shall, within ten (10) days after the arbitrators appointed date of his or her designation, make an independent determination of the Market Rent. 3. If none of the determinations of the appraisers varies from the mean of the determinations of the other appraisers by the parties gave notice as specified above, then within more than ten (10%) days thereafterpercent, either the mean of the parties upon notice to determinations of the three (3) appraisers shall be the Market Rent for the Premises. If, on the other party may request in writing such appointment hand, the determination of any single appraiser varies from the mean of the determinations of the other two (2) appraisers by the American Arbitration Association or any such successor organization, or in its absence, refusal, failure or inability to act within more than ten (10%) days after percent, the request to mean of the American Arbitration Association, may apply to a court with jurisdiction within determination of the state where two (2) appraisers whose determinations are closest shall be the Building is located (the "Court") for a court appointment of such third arbitratorMarket Rent. (ii) Each arbitrator 4. The determination of the appraisers, as provided above, shall be a qualified and impartial person who shall be a licensed real estate broker having substantial commercial experience with respect to management, ownership, leasing and marketing of office buildings in the Standard Metropolitan Statistical Area within which the Building is located. If any objection is made by one party as to the qualifications of the arbitrator appointed by the other party, or by the two arbitrators previously chosen, the running of the schedule of events in subparagraph (i) of this Paragraph 7 shall be tolled and the Court shall decide on the basis of the standards for qualifications set forth in the first sentence of this subparagraph (ii), the issue of the qualification of the arbitrator as to whom an objection has been made. If the Court decides that the arbitrator is qualified, then the schedule of events in subparagraph (i) of this Paragraph 7 shall begin running again starting at the time of the decision by such Court. If the Court determines that the arbitrator is unqualified, then the party who had selected such unqualified arbitrator shall have ten (10) days from the time of such decision to select another arbitrator and the schedule of events in subparagraph (i) of this Paragraph 7 shall begin running again at the time of such timely selection. (iii) The decision and award of the arbitrator(s) shall be final and conclusive on upon the parties and counterpart copies of such decision shall be delivered to each of have the parties. In the event Lessee exercises its option, same force and effect as a judgment may be had on the decision and award of the arbitrator(s) so rendered made in any a court of competent jurisdiction and to the extent that any applicable state statute imposes requirements different than those of the American Arbitration Association in order for the decision of the arbitrator(s) to be enforceable in the courts of the state where the Building is located, such requirements shall be complied with in the arbitrationjurisdiction. (iv) The parties 5. Each party shall share equally and pay jointly the fees and expenses relating to the arbitration (includingfees, without being limited to, the fees costs and expenses of counsel, experts the appraiser selected by it and witnessesits own counsel fees and one-half (1/2) of all other expenses and fees of any such appraisal. Notwithstanding the foregoing or any other language in this Lease to the contrary, the fees paid to Fixed Rent for the arbitrators First Extended Term shall not be less than the Fixed Rent in effect as of the last day of the original Term and the expenses of Fixed Rent for the arbitration) whether or Second Extended Term shall not either party in fact uses be less than the Market Rate pursuant to any applicable provision of this Lease. This obligation of payment shall survive Fixed Rent for the termination of this LeaseFirst Extended Term.

Market Rent. If a situation arises under this Lease where the determination Market Rent" shall be computed as of the "applicable date at the then market rates current rentals being charged to new or renewal tenants for comparable first class office space located in the vicinity of the Building" , taking into account and giving effect to, in determining comparability, without limitation, such considerations as size, location and lease term building quality and tenant improvement allowance. Landlord shall initially designate the Market Rent and shall furnish data in support of such designation within forty-five (herein "45) days from receipt of Tenant's notice of its exercise of its option to extend under Section 2.3, except that Landlord shall not be obligated to provide such designation any sooner than the first day of the eleventh (11th) month prior to the commencement of the Extension Term. If Tenant disagrees with Landlord's designation of the Market Rent") becomes necessary, Lessor and Lessee shallthen Tenant shall have the right, for a period of twenty by written notice given within twenty-one (2021) days after written notice from one party Tenant has been notified of Landlord's designation, to the other that submit such a determination is needed ("Negotiation Period"), attempt Market Rent to negotiate the Market Rent. In the even that Lessor and Lessee are unable to do so, Lessor and Lessee agree that arbitration as follows: Market Rent shall be determined by binding arbitration conducted in accordance with the following provisions: (i) within arbitrators, one to be chosen by Tenant, one to be chosen by Landlord and a third to be selected, if necessary, as below provided. Each arbitrator hereunder shall be an MAI-appraiser having at least ten (10) days after years' experience in appraising rental values for space in properties similar to the end of the Negotiation Period, Lessee shall give written notice to Lessor of Lessee's appointment of Building within a person as arbitrator on its behalf together with Lessee's determination of Market Rent ("Lessee's Market Rent"). Within the same ten (10) day period, Lessor by written notice to Lessee, shall appoint a second person as arbitrator on its behalf together with Lessor's determination mile radius of Market Rent the Building. If within twenty-one ("Lessor's Market Rent"). The arbitrators thus appointed shall within ten (1021) days after appointment of Tenant's notice, the first and second arbitrators appoint parties agree upon a third person and the three (3) arbitrators shallsingle arbitrato r, within twenty (20) days, determine the Market Rent only shall be determined by (x) making their own independent determination of the actual Market Rent for the Premises based upon the above specified definition, standards and requirements and thereafter (y) if the three (3) arbitrators are unable to reach a consensus on the Market Rent, each will submit his own separate determination and they shall take the average such arbitrator. The unanimous written decision of the two (2) closest arbitrators' Market Rent figures first chosen without selection and give notice participation of such averaged Market Rent to both Lessor a third arbitrator, or otherwise the written decision of a majority of the three arbitrators chosen and Lesseeselected as provided herein, which amount shall be the Market Rent for all purposes of this Paragraph 7conclusive and binding upon Landlord and Tenant. If either the Lessee's or the Lessor's arbitrator Landlord and Tenant shall not have been appointed within the ten (10) day period set forth above, then each notify the other party of its chosen arbitrator within twenty-one (21) days following the call for arbitration and, unless such two arbitrators shall have the sole right to designate the Market Rent, and if the two reached a unanimous decision within thirty (2) arbitrators as appointed by the parties shall be unable to agree within ten (1030) days after their appointment designation, then they shall so notify the then President of the Boston Bar Association and request him or her to select an impartial third qualified arbitrator (having the qualifications described above) to determine Market Rent as herein defined. 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 conclusion of such hearing and no tify Landlord and Tenant thereof. Landlord and Tenant shall bear the expense of the third arbitrator (if any) equally. If the dispute between the parties as to Market Rent has not been resolved before the commencement of Tenant's obligation to pay rent under the Lease in Market Rent, then Tenant shall pay rent under the Lease in respect of the premises based upon the third arbitrator, they shall give written notice to Market Rent designated by Landlord until either the parties of such failure to agree and if the parties fail to agree upon the selection of such third arbitrator within ten (10) days after the arbitrators appointed by the parties gave notice as specified above, then within ten (10) days thereafter, either agreement of the parties upon notice to the other party may request in writing such appointment by the American Arbitration Association or any such successor organization, or in its absence, refusal, failure or inability to act within ten (10) days after the request to the American Arbitration Association, may apply to a court with jurisdiction within the state where the Building is located (the "Court") for a court appointment of such third arbitrator. (ii) Each arbitrator shall be a qualified and impartial person who shall be a licensed real estate broker having substantial commercial experience with respect to management, ownership, leasing and marketing of office buildings in the Standard Metropolitan Statistical Area within which the Building is located. If any objection is made by one party as to the qualifications of the arbitrator appointed by the other party, Market Rent or by the two arbitrators previously chosen, the running of the schedule of events in subparagraph (i) of this Paragraph 7 shall be tolled and the Court shall decide on the basis of the standards for qualifications set forth in the first sentence of this subparagraph (ii), the issue of the qualification of the arbitrator as to whom an objection has been made. If the Court decides that the arbitrator is qualified, then the schedule of events in subparagraph (i) of this Paragraph 7 shall begin running again starting at the time of the decision by such Court. If the Court determines that the arbitrator is unqualified, then the party who had selected such unqualified arbitrator shall have ten (10) days from the time of such decision to select another arbitrator and the schedule of events in subparagraph (i) of this Paragraph 7 shall begin running again at the time of such timely selection. (iii) The decision and award of the arbitrator(s) shall be final and conclusive on the parties and counterpart copies of such decision shall be delivered to each of the parties. In the event Lessee exercises its option, judgment may be had on the decision and award of the arbitrator(s) so rendered in any court of competent jurisdiction and to the extent that any applicable state statute imposes requirements different than those of the American Arbitration Association in order for the decision of the arbitrator(s) arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent to be enforceable in the courts Landlord, or Landlord shall refund any overpayment of the state where the Building is located, such requirements shall be complied with in the arbitrationrent to Tenant. (iv) The parties shall share equally and pay jointly the fees and expenses relating to the arbitration (including, without being limited to, the fees and expenses of counsel, experts and witnesses, the fees paid to the arbitrators and the expenses of the arbitration) whether or not either party in fact uses the Market Rate pursuant to any applicable provision of this Lease. This obligation of payment shall survive the termination of this Lease.