Common use of Offer to Terminate Clause in Contracts

Offer to Terminate. If Tenant notifies Landlord of its desire to assign this Lease or any interest herein, to sublet all or any part of the Premises for more than fifty percent (50%) of the remainder of the Lease Term, or to sublet more than fifty percent (50%) of the Premises for any period, Tenant's notice shall constitute an offer to terminate this Lease or Tenant's interest in the portion of the Premises specified and Landlord shall have the right, to be exercised by giving written notice to Tenant within ten (10) days after receipt of Tenant's notice, to terminate the Lease (i) entirely, in the event of a proposed assignment or a sublease of the entire Premises for the remainder of the Lease Term, (ii) as to the portion of the Premises which is the subject of a proposed sublease for more than fifty percent (50%) of the remainder of the Lease Term, or (iii) as to the portion of the Premises which is the subject of a proposed sublease of more than fifty percent (50%) of the Premises for any period, as specified in Tenant's notice. For purposes of this Paragraph 24.2(b), (i) the term of a proposed sublease shall include all options to extend or renew, and (ii) a proposed sublease shall be deemed to be for the remainder of the Lease Term if the term of the proposed sublease will expire within one year prior to the end of the Lease Term. If Tenant's notice specifies all of the Premises and Landlord elects to terminate, this Lease and the obligations of Landlord and Tenant under this Lease shall terminate on the date stated in the notice given by Tenant pursuant to Paragraph 24.2(a), except that any obligations which have accrued and are unfulfilled as of such date and any obligations under this Lease that expressly survive termination of this Lease shall survive such termination. If Tenant's notice specifies less than all of the Premises and Landlord elects to terminate, this Lease and the obligations of Landlord and Tenant under this Lease shall terminate on the date stated solely with respect to that portion of the Premises specified in Tenant's notice (except that any obligations which have accrued and are unfulfilled with respect to the terminated portion of the Premises as of such date and any obligations under this Lease with respect to such terminated portion of the Premises that expressly survive termination of this Lease shall survive such termination), and Rent and all other costs and expenses payable by Tenant hereunder shall be adjusted pro rata, based upon the number of net leasable square feet retained by Tenant after the termination, compared to the total number of net leasable square feet in the entire Premises excluding any areas of the Premises designated in the proposed sublease for ingress and egress and common areas, if any. The Lease as so amended shall continue thereafter in full force and effect. Landlord and Tenant shall execute an amendment to this Lease specifying the new Premises, the adjusted Rent, a reasonable method for apportioning maintenance and operating obligations based on the multitenant nature of the Premises, and Tenant's share of costs and expenses; provided, however, that failure by either party to execute such an amendment shall not affect the validity of this Lease.

Offer to Terminate. If Tenant notifies Landlord of ------------------ its desire to assign this Lease or any interest herein, to sublet all or any part of the Premises for more than fifty percent (50%) of the remainder of the Lease Term, or to sublet more than fifty percent (50%) of the Premises for any period, Tenant's notice shall constitute an offer to terminate this Lease or Tenant's interest in the portion of the Premises specified and Landlord shall have the right, to be exercised by giving written notice to Tenant within ten thirty (1030) days after receipt of Tenant's notice, to terminate the Lease (i) entirely, in the event of a proposed assignment or a sublease of the entire Premises for the remainder of the Lease Term, (ii) as to the portion of the Premises which is the subject of a proposed sublease for more than fifty percent (50%) of the remainder of the Lease Term, or (iii) as to the portion of the Premises which is the subject of a proposed sublease of more than fifty percent (50%) of the Premises for any period, as specified in Tenant's notice. For purposes of this Paragraph 24.2(b), (i) the term of a proposed sublease shall include all options to extend or renew, and (ii) a proposed sublease shall be deemed to be for the remainder of the Lease Term if the term of the proposed sublease will expire within one year prior to the end of the Lease Term. If Tenant's notice specifies all of the Premises and Landlord elects to terminateterminate within ten (10) days after receipt of Landlord's election, Tenant shall have the right to rescind its request to assign or sublet, and this Lease shall continue in full force and the obligations of Landlord and effect. If Tenant under does not rescind its request, this Lease shall terminate on the date stated in the notice (given by Tenant pursuant to Paragraph 24.2(a), except that subject to any obligations which have accrued and are unfulfilled as of such date and any obligations under this Lease that expressly survive termination of this Lease shall survive such terminationdate. If Tenant's notice specifies less than all of the Premises and Landlord elects to terminate, within ten (10) days after receipt of Landlord's election, Tenant shall have the right to rescind its request to assign or sublet, and this Lease shall continue in full force and the obligations of Landlord and effect. If Tenant under does not rescind its request, this Lease shall terminate on the date stated solely with respect to that portion of the Premises specified in Tenant's notice (except that any obligations which have accrued and are unfulfilled with respect to the terminated portion of the Premises as of such date and any obligations under this Lease with respect to such terminated portion of the Premises that expressly survive termination of this Lease shall survive such termination)Premises, and Rent and all other costs and expenses payable by Tenant hereunder Tenant's percentage share of Common Area Charges shall be adjusted pro rataadjusted, based upon the number of net leasable gross square feet retained by Tenant after the termination, compared to the total number of net leasable gross square feet in the entire Premises excluding any areas of the Premises designated in the proposed sublease for ingress and egress and common areas, if any. The Lease as so amended shall continue thereafter in full force and effect. Landlord and Tenant shall execute an amendment to this Lease specifying the new Premises, the adjusted Rent, a reasonable method for apportioning maintenance and operating obligations based on the multitenant nature of the Premises, and Tenant's adjusted percentage share of costs and expensesCommon Area Charges; provided, however, that failure by either party to execute such an amendment shall not affect the validity of this Lease.

Offer to Terminate. If Tenant notifies Landlord of its desire to assign this Lease or any interest herein, to sublet all or any part of the Premises for more than fifty percent (50%) of the remainder of the Lease Term, or to sublet more than fifty percent (50%) of the Premises for any period, Tenant's ’s notice shall constitute constitute, subject to the provisions of Section 24.11 below, an offer to terminate this Lease or Tenant's ’s interest in the portion of the Premises specified and Landlord shall have the right, to be exercised by giving written notice to Tenant within ten thirty (1030) days after receipt of Tenant's ’s notice, to terminate the Lease (i) entirely, in the event of a proposed assignment or a sublease of the entire Premises for the remainder of the Lease Term, (ii) as to the portion of the Premises which is the subject of a proposed sublease for more than fifty percent (50%) of the remainder of the Lease Term, or (iii) as to the portion of the Premises which is the subject of a proposed sublease of more than fifty percent (50%) of the Premises for any period, as specified in Tenant's ’s notice. For purposes of this Paragraph 24.2(b), (i) the term of a proposed sublease shall include all options to extend or renew, and (ii) a proposed sublease shall be deemed to be for the remainder of the Lease Term if the term of the proposed sublease will expire within one year prior to the end of the Lease Term. If Tenant's ’s notice specifies all of the Premises and Landlord elects to terminate, this Lease and the obligations of Landlord and Tenant under this Lease shall terminate on the date stated in the notice given by Tenant pursuant to Paragraph 24.2(a), except that subject to any obligations which have accrued and are unfulfilled as of such date and any obligations under this Lease that expressly survive termination of this Lease shall survive such terminationdate. If Tenant's ’s notice specifies less than all of the Premises and Landlord elects to terminate, this Lease and the obligations of Landlord and Tenant under this Lease shall terminate on the date stated solely with respect to that portion of the Premises specified in Tenant's notice (except that any obligations which have accrued and are unfulfilled with respect to the terminated portion of the Premises as of such date and any obligations under this Lease with respect to such terminated portion of the Premises that expressly survive termination of this Lease shall survive such termination)Premises, and Rent and all other costs and expenses payable by Tenant hereunder shall be adjusted pro rata, based upon the number of net leasable square feet retained by Tenant after the termination, compared to the total number of net leasable square feet in the entire Premises excluding any areas of the Premises designated in the proposed sublease for ingress and egress and common areas, if any. The Lease as so amended shall continue thereafter in full force and effect. Landlord and Tenant shall execute an amendment to this Lease specifying the new Premises, the adjusted Rent, a reasonable method for apportioning maintenance and operating obligations based on the multitenant nature of the Premises, and Tenant's ’s share of costs and expenses; provided, however, that failure by either party to execute such an amendment shall not affect the validity of this Lease.

Offer to Terminate. If Tenant notifies Landlord of its desire to assign this Lease or any interest herein, to sublet all or any part of the Premises for more than fifty percent (50%) of the remainder of the Lease Term, or to sublet more than fifty percent (50%) of the Premises for any period, Tenant's notice shall constitute an offer to terminate this Lease or Tenant's interest in the portion of the Premises specified and Landlord shall have the right, to be exercised by giving written notice to Tenant within ten thirty (1030) days after receipt of Tenant's notice, to terminate the Lease (i) entirely, in the event of a proposed assignment or a sublease of the entire Premises for the remainder of the Lease Term, (ii) as to the portion of the Premises which is the subject of a proposed sublease for more than fifty percent (50%) of the remainder of the Lease Term, or (iii) as to the portion of the Premises which is the subject of a proposed sublease of more than fifty percent (50%) of the Premises for any period, as specified in Tenant's notice. For purposes of this Paragraph 24.2(b23.2(b), (i) the term of a proposed sublease shall include all options to extend or renew, and (ii) a proposed sublease shall be deemed to be for the remainder of the Lease Term if the term of the proposed sublease will expire within one year prior to of the end of the Lease Term. If Tenant's notice specifies all of the Premises and Landlord elects to terminate, this Lease and the obligations of Landlord and Tenant under this Lease shall terminate on the date stated in the notice given by Tenant pursuant to Paragraph 24.2(a23.2(a), except that subject to any obligations which have accrued and are unfulfilled as of such date and any obligations under this Lease that expressly survive termination of this Lease shall survive such terminationdate. If Tenant's notice specifies less than all of the Premises and Landlord elects to terminate, this Lease and the obligations of Landlord and Tenant under this Lease shall terminate on the date stated solely with respect to that portion of the Premises specified in Tenant's notice (except that any obligations which have accrued and are unfulfilled with respect to the terminated portion of the Premises as of such date and any obligations under this Lease with respect to such terminated portion of the Premises that expressly survive termination of this Lease shall survive such termination)Premises, and Rent and all other costs and expenses payable by Tenant hereunder Tenant's percentage share of excess Direct Costs shall be adjusted pro rataadjusted, based upon the number of net leasable square feet retained by Tenant after the termination, termination as compared to the total number of net leasable square feet in the entire Premises excluding any areas of the Premises designated in the proposed sublease for ingress and egress and common areas, if any. The Lease as so amended shall continue thereafter in full force and effect. Landlord and Tenant shall execute an amendment to this Lease specifying the new Premises, the adjusted Rent, a reasonable method for apportioning maintenance and operating obligations based on the multitenant nature of the Premises, and Tenant's adjusted percentage share of costs and expensesexcess Direct Costs; provided, however, that failure by either party to execute such an amendment shall not affect the validity of this Lease.