Option to Extend Term. Tenant shall have the option (“Extension Option”) to extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows: 40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each on the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6. 40.2. The Extension Option is not assignable separate and apart from this Lease. 40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph. 40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default. 40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4. 40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 3 contracts
Samples: Lease (Arena Pharmaceuticals Inc), Lease (Arena Pharmaceuticals Inc), Lease (Arena Pharmaceuticals Inc)
Option to Extend Term. Tenant shall have the option (“Extension Option”) to extend the Term of this Lease by five (5) years as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension the Option shall be on all the same terms and conditions as this Lease, except as follows:
40.142.1. Base Rent during the Option term (including annual escalations, if applicable) shall equal the then-current fair market value for comparable office and laboratory space in the Xxxxxx Xxxxx submarket of comparable age, quality, level of finish and proximity to amenities and public transit (“FMV”). Tenant may, no more than twelve (12) months prior to the date the Term is then scheduled to expire, request Landlord’s estimate of the FMV for the Option term. Landlord shall, within fifteen (15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice shall specify whether Tenant accepts Landlord’s proposed estimate of FMV. If Tenant does not accept the FMV, then the parties shall endeavor to agree upon the FMV, taking into account all relevant factors, including (a) the size of the Premises, (b) the length of the Option term, (c) rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent, tenant improvement allowances and moving allowances, (d) Tenant’s creditworthiness and (e) the quality and location of the Building and the Project. In the event that the parties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, then either party may request that the same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Xxxxxx Xxxxx laboratory/research and development leasing submarket (the “Baseball Arbitrator”) shall be selected and paid for jointly by Landlord and Tenant. If Landlord and Tenant are unable to agree upon the Baseball Arbitrator, then the same shall be designated by the local chapter of the American Arbitration Association or any successor organization thereto (the “AAA”). The Baseball Arbitrator selected by the parties or designated by the AAA shall (y) have at least ten (10) years’ experience in the leasing of laboratory/research and development space in the Xxxxxx Xxxxx submarket and (z) not have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) years prior to appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball Arbitrator and to the other party its determination of the FMV. The Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) consecutive options FMV determinations more closely represents the actual FMV. The arbitrator may not select any other FMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Option term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to extend the Term Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease for five (5) years each on specifying the same terms and conditions as this Leaseamount of Base Rent to be paid during the Option term. Basic Annual Rent shall be adjusted on the first (1st) day Any failure of the extension term and each annual anniversary date thereof in accordance with Article 6parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section.
40.242.2. The Extension Option is not assignable separate and apart from this Lease.
40.342.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve on or before the date that is nine (129) months prior to the end of the expiration of the then-current TermTerm (such date, the “Option Date”). Time shall be of the essence as to Tenant’s exercise of any Extension the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension the Option after the date provided for in this paragraphSection.
40.442.4. Notwithstanding anything contained in this Article 40to the contrary, Tenant shall not have the right to exercise the Extension Option: :
(a) during any During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in Default default under any provision provisions of this Lease or and continuing until Tenant has cured the Required Leases specified default to Landlord’s reasonable satisfaction; or
(provided, however, that, for purposes b) At any time after any Default as described in Article 31 of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) Lease and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or or
(bc) in In the event that Tenant has defaulted in the performance of its obligations under this Lease three two (32) or more times and a service or late charge has become payable under Section 24.1 31.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension the Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.542.5. Except as provided in Section 40.4, the The period of time within which Tenant may exercise an Extension the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.442.4.
40.642.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, default or (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three two (32) or more times and a service or late charge under Section 24.1 31.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 3 contracts
Samples: Sublease (Zentalis Pharmaceuticals, Inc.), Sublease (Zentalis Pharmaceuticals, LLC), Sublease (Zentalis Pharmaceuticals, LLC)
Option to Extend Term. Tenant shall have Landlord will grant (1) Option to Extend the option (“Extension Option”) to extend the Term of this Lease as to the entire Premises (term and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as provisions contained in this Lease, except as follows:
40.1. for the minimum monthly rent, for one three (3) year period ("Extended Term") following expiration of the initial term by giving notice of exercise of the Option ("Option Notice") to Landlord at lease one hundred fifty (150) days before the expiration of the initial term, provided that if Tenant shall have two (2) consecutive options to extend the Term is in default of a material term of this Lease for five (5) years each beyond the applicable cure period on the same terms and conditions as this Lease. Basic Annual Rent date of giving Option Notice, the Option Notice shall be adjusted ineffective, or if Tenant is in default of a material term of this Lease beyond the applicable cure period on the first (1st) day of the extension term Extended Term is to commence, the Extended Term shall not commence and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option Lease shall expire at least twelve (12) months prior to the end of the expiration initial term. Landlord shall give Tenant its initial determination of the then-current Term. Time shall be fair market rent either promptly after the receipt of the essence as Tenant's notice exercising Tenant's option to extend, or promptly after receiving a request for such determination prior to receipt of Tenant’s 's exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, its option if such Default request is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults received during the twelve ninety (12)-month period immediately 90) days prior to the date that such option must be exercised. If Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise disagrees with Landlord's initial designation of the Extension OptionFair Market Rent, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days Landlord and Tenant agree to provide Tenant the opportunity to cure such default.
40.5. Except as provided negotiate in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant good faith for a period of up to thirty (30) days following Tenant's receipt of Landlord's initial determination of Fair Market Rent in an effort to agree on the Fair Market Rent, and if the parties cannot agree upon the Fair Market Rent by the end of such thirty day period, then the Fair Market Rent shall be submitted to arbitration as follows: Within fifteen (15) days after the expiration of such thirty (30) day period, Landlord and Tenant shall either agree on the name of a single arbitrator or each give notice to the other specifying the name and address of the arbitrator each has chosen. The two arbitrators so chosen shall meet within ten (10) days after the second arbitrator is appointed and if, within twenty (20) days after written notice from Landlord to Tenantthe second arbitrator is appointed, (b) Tenant fails to commence to cure the two arbitrators shall not agree upon a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date determination of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.Fair Market Rent in
Appears in 2 contracts
Samples: Lease (Vixel Corp), Lease (Emulex Corp /De/)
Option to Extend Term. Tenant shall have the one (1) option (the “Extension Option”) to extend the Term of this Lease by five (5) years as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension the Option shall be on all the same terms and conditions as this Lease, except as follows:
40.141.1. Base Rent at the commencement of the Option term shall equal the then-current fair market value for comparable office and laboratory space in the University City submarket of Philadelphia of comparable age, quality, level of finish and proximity to amenities and public transit (“FMV”), and shall be further increased on each annual anniversary of the Option term commencement date by two and one-half percent (2.5%). Landlord shall, within fifteen (15) days after receipt of Tenant’s extension election, give Tenant a written proposal of such FMV. If Tenant does not accept the FMV, Tenant shall notify Landlord in writing within fifteen (15) days following receipt of Landlord’s determination (Tenant’s failure to deliver written notice shall be deemed Tenant’s approval and acceptance of the FMV determined by Landlord), then the parties shall endeavor to agree upon the FMV, taking into account all relevant factors, including (a) the size of the Premises, (b) the length of the Option term, (c) rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent, tenant improvement allowances and moving allowances, (d) Tenant’s creditworthiness and (e) the quality and location of the Building and the Project. In the event that the parties are unable to agree upon the FMV within thirty (30) days after Landlord notified Tenant of Landlord’s determination of FMV, then either party may request that the same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of laboratory/research and development leasing in the University City submarket of Philadelphia (the “Baseball Arbitrator”) shall be selected and paid for jointly by Landlord and Tenant. If Landlord and Tenant are unable to agree upon the Baseball Arbitrator, then the same shall be designated by the local chapter of the AAA. The Baseball Arbitrator selected by the parties or designated by the AAA shall (y) have at least ten (10) years’ experience in the leasing of laboratory/research and development space in the Philadelphia submarket and (z) not have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) years prior to appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball Arbitrator and to the other party its determination of the FMV. The Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) consecutive options FMV determinations more closely represents the actual FMV. The arbitrator may not select any other FMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Option term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to extend the Term Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease for five (5) years each on specifying the same terms and conditions as this Leaseamount of Base Rent to be paid during the Option term. Basic Annual Rent shall be adjusted on the first (1st) day Any failure of the extension term and each annual anniversary date thereof in accordance with Article 6parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section.
40.241.2. The Extension Option is not assignable separate and apart from this Lease.
40.341.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve eighteen (1218) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension the Option after the date provided for in this paragraphSection.
40.441.4. Notwithstanding anything contained in this Article 40to the contrary, Tenant shall not have the right to exercise the Extension Option: (a) during any Option if an uncured Default exists at the time that Tenant is in Default under any provision of this Lease exercises the Option or at the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise commencement of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such defaultTerm.
40.541.5. Except as provided in Section 40.4, the The period of time within which Tenant may exercise an Extension the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.441.4.
40.641.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, default or (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three two (32) or more times and a service or late charge under Section 24.1 31.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 2 contracts
Samples: Lease Agreement (Spark Therapeutics, Inc.), Lease Agreement (Spark Therapeutics, Inc.)
Option to Extend Term. (A) Provided that: (i) Landlord has not given Tenant notice of default more than two (2) times, (ii) there then exists no event of default by Tenant under this lease nor any event that with the giving of notice and/or the passage of time would constitute a default, and (iii) that Tenant occupies not less than all of the Premises, Tenant shall have the right and option (“Extension Option”) to extend the Term for one (1) additional period of three (3) years (the “Renewal Term”), exercisable in the following manner. If Tenant intends to exercise the Extension Option under this Lease as to the entire Premises (and no Section, Tenant shall give Landlord written notice not less than nine (9) months in advance of the entire Premises) scheduled Expiration Date of Tenant’s intention to extend the Term (“Tenant’s Extension Notice”), it being agreed that time is of the essence and that the Extension Option is personal to Tenant and is non-transferable to any Affiliate or other party. Promptly after receipt of Tenant’s Extension Notice, Landlord shall advise Tenant in writing of Landlord’s reasonable determination of the then market rental rate for the Premises based upon the following terms and conditionsthen market rate for comparable office space in Class “A” buildings, located within the Malvern office market. Any extension If Tenant accepts such determination in writing within fifteen days of delivery of Landlord’s market rent notice, and, if requested by Landlord, enters into a lease amendment extending the term of the Term pursuant to any Lease within such fifteen days as provided in this Section, the Extension Option shall be on all effective. If Tenant does not accept Landlord’s determination of market rent within fifteen days, or does not enter into a lease amendment within such fifteen days if requested by Landlord, the Extension Option shall terminate, and the Expiration Date shall remain sixty-four (64) months from the Commencement Date. The Extension Option shall be under the same terms and conditions as provided in this Lease, Lease except as follows:
40.1. Tenant shall have two (2i) consecutive options to extend the Term of this Lease for five (5) years each on the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option period shall begin at least twelve the original Expiration Date, and thereafter the Expiration Date shall be one hundred (12100) months prior from the Commencement Date;
(ii) all references to the end of the expiration of the then-current Term. Time Term in this Lease shall be of deemed to mean the essence Term as extended pursuant to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option this Section;
(iii) after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord there shall promptly provide be no further options to extend; and
(iv) the Minimum Annual Rent payable by Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in shall be the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise greater of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except market rate as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged reasonably determined by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time)above, or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable the Minimum Annual Rent for any such default, whether or not Tenant has cured such defaultsthe immediately preceding lease year.
Appears in 2 contracts
Samples: Lease Agreement (PhaseBio Pharmaceuticals Inc), Lease Agreement (PhaseBio Pharmaceuticals Inc)
Option to Extend Term. (a) Tenant shall have and is hereby granted the option (“Extension Option”) to extend the Lease Term for one (1) period of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each commencing on the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on date immediately following the first Expiration Date (1stthe “Extension Period”), provided (i) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord delivers written notice of its election (the “Extension Notice”) to exercise the Extension Option at least twelve Landlord, not more than fifteen (12) 15), or less than nine (9), months prior to the end Expiration Date, time being of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40essence, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent irrevocable election to exercise such extension option; (ii) at the time of Tenant’s delivery of the Extension OptionNotice, no Default exists and Landlord shall promptly provide Tenant with has not provided written notice to Tenant regarding any non-payment of such Defaults money required to which Landlord is aware) and continuing until be paid by Tenant cures any such Defaulthereunder which, if such not paid by Tenant within the applicable cure period, will constitute a Default is susceptible under the Lease; and (iii) Tenant has not assigned its interest in the Lease or sublet more than fifty percent (50%) of the Rentable Area of the Premises (other than to being cured; or an Affiliate Transferee).
(b) All terms and conditions of the Lease, including, without limitation, all provisions governing the payment of Additional Rental, shall remain in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times full force and a service or late charge has become payable under Section 24.1 for each of such defaults effect during the twelve Extension Period, except that Base Rental (12)-month period immediately prior to on a per rentable square foot basis) payable during the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding Period shall equal the foregoing, if Fair Market Rental Rate (hereinafter defined) at the nature time of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise commencement of the Extension OptionPeriod, then and the deadline for Tenant’s exercise Expiration Date of the Lease shall be the last day of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5Period. Except as provided As used in Section 40.4this Lease, the period of time within which Tenant may exercise an Extension Option term “Fair Market Rental Rate” shall not mean the fair market rental rate that would be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord agreed upon between a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times landlord and a service tenant entering into a lease or late charge under Section 24.1 has become payable lease renewal for any such defaultcomparable space as to location, whether or not Tenant has cured such defaultsconfiguration, size and use, in a Comparable Building, with a comparable build-out and a comparable term assuming the following: (A) the landlord and tenant are informed and well-advised and each is acting in what it considers its own best interests; and (B) the tenant pays Pass-Through Expenses as set forth in the Lease.
Appears in 2 contracts
Samples: Office Lease, Office Lease (Connecture Inc)
Option to Extend Term. Tenant shall have the option (“Extension Option”) to extend the Term of this Lease by five (5) years as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension the Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each on the same terms and conditions as this Lease42.1. Basic Annual Rent shall be adjusted on as of the first (1st) day commencement of the extension term shall equal the fair market rate for comparable research facilities in the Xxxxxx Xxxxx mesa area of San Diego; provided that (a) such initial rate shall not be less than Three and 36/100 Dollars ($3.36) per rentable square foot per month and (b) such Basic Annual Rent shall increase by three percent (3%) on each annual anniversary date thereof in accordance with Article 6of the Term Commencement Date during the extension term.
40.242.2. The Extension Option is not assignable separate and apart from this Lease.
40.342.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve nine (129) months prior to the end of the expiration of the then-current Terminitial Term of this Lease. Time shall be of the essence as to Tenant’s exercise of any Extension the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension the Option after the date provided for in this paragraph.
40.442.4. Notwithstanding anything contained in this Article 4042, Tenant shall not have the right to exercise the Extension Option: :
(a) during any During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in Default default under any provision provisions of this Lease or and continuing until Tenant has cured the Required Leases specified default to Landlord’s reasonable satisfaction; or
(b) At any time after any Default as described in Article 24 of the Lease (provided, however, that, for purposes of this Section 40.4(bSubsection 42.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is awareDefault) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or or
(bc) in In the event that Tenant has defaulted in the performance of its obligations under this Lease three two (32) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension the Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.542.5. Except as provided in Section 40.4, the The period of time within which Tenant may exercise an Extension the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.442.4.
40.642.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, default or (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 2 contracts
Samples: Lease (Receptos, Inc.), Lease (Receptos, Inc.)
Option to Extend Term. Tenant shall have the option (“Extension Option”) to extend the Term of this Lease by three (3) years as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension the Option shall be on all the same terms and conditions as this Lease, except as follows:
40.142.1. Base Rent at the commencement of the Option term shall equal the greater of (a) the then-current Base Rent and (b) the then-current fair market value for comparable office and laboratory space in the East Cambridge submarket of comparable age, quality, level of finish and proximity to amenities and public transit, and containing the systems and improvements present in the Premises as of the date that Tenant gives Landlord written notice of Tenant’s election to exercise the Option (“FMV”), and shall be further increased on each annual anniversary of the Option term commencement date by three percent (3%). Tenant may, no more than fifteen (15) months prior to the date the Term is then scheduled to expire, request Landlord’s estimate of the FMV for the Option term. Landlord shall, within fifteen (15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice shall specify whether Tenant accepts Landlord’s proposed estimate of FMV. If Tenant does not accept the FMV, then the parties shall endeavor to agree upon the FMV, taking into account all relevant factors, including (v) the size of the Premises, (w) the length of the Option term, (x) rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent, tenant improvement allowances and moving allowances, (y) Tenant’s creditworthiness and (z) the quality and location of the Building and the Project. In the event that the parties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, then either party may request that the same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the East Cambridge laboratory/research and development leasing submarket (the “Baseball Arbitrator”) shall be selected and paid for jointly by Landlord and Tenant. If Landlord and Tenant are unable to agree upon the Baseball Arbitrator, then the same shall be designated by the local chapter of the Judicial Arbitration and Mediation Services or any successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the parties or designated by JAMS shall (y) have at least ten (10) years’ experience in the leasing of laboratory/research and development space in the East Cambridge submarket and (z) not have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) years prior to appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball Arbitrator and to the other party its determination of the FMV. The Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) consecutive options FMV determinations more closely represents the actual FMV. The arbitrator may not select any other FMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Option term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to extend the Term Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease for five (5) years each on specifying the same terms and conditions as this Leaseamount of Base Rent to be paid during the Option term. Basic Annual Rent shall be adjusted on the first (1st) day Any failure of the extension term and each annual anniversary date thereof in accordance with Article 6parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section.
40.242.2. The Extension Option is not assignable separate and apart from this Lease.
40.342.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension the Option after the date provided for in this paragraphSection.
40.442.4. Notwithstanding anything contained in this Article 40to the contrary, Tenant shall not have the right to exercise the Extension Option: :
(a) during any During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in Default default under any provision provisions of this Lease or and continuing until Tenant has cured the Required Leases specified default to Landlord’s reasonable satisfaction; or
(b) At any time after any Default as described in Article 31 of the Lease (provided, however, that, for purposes of this Section 40.4(b42.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is awareDefault) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or ;
(bc) in In the event that Tenant has defaulted in the performance of its any monetary obligations or any material non-monetary obligations under this Lease three two (32) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension the Option, whether or not Tenant has cured such defaults. Notwithstanding ; or
(d) If at the foregoing, if time Tenant exercises the nature of such default is such that it could reasonably be cured before Option or at the deadline for Tenant’s exercise commencement of the Extension Option, then the deadline for Tenant’s exercise Option term more than thirty percent (30%) of the Extension Option shall be extended for five (5) days to provide Tenant area of the opportunity to cure such default.
40.5Premises has been assigned or sublet, except as a result of an Exempt Transfer. Except as provided in Section 40.4, the 42.5. The period of time within which Tenant may exercise an Extension the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.442.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 2 contracts
Samples: Lease (Oncorus, Inc.), Lease (Oncorus, Inc.)
Option to Extend Term. A. Subject to the provisions of Article 48B below and provided this Lease Agreement or Tenant’s right of possession hereunder has not been earlier terminated, Tenant shall have the option right to extend the Term of the Lease Agreement as to all, but not less than all, of the Premises then being leased hereunder, for one period of three (3) years beginning immediately following the end of the initial Term (the “Extended Term”) subject to the following terms and conditions:
(i) Tenant shall give written notice to Landlord of the exercise of Tenant’s right to extend the Term of this Lease Agreement no later than nine (9) months prior to the commencement of the Extended Term, time being of the essence (the “Renewal Notice”). If no such Renewal Notice is timely given, this Lease Agreement shall terminate as of the end of the initial Term;
(ii) Tenant shall not be in default under this Lease Agreement beyond the passage of any applicable period of cure, grace or notice at the time of giving the Renewal Notice or at any time thereafter to and including the commencement of the Extended Term; and
(iii) The extension of the Term hereunder for the Extended Term shall be on the same terms and conditions as are applicable to the initial Term; provided, however, (i) Tenant shall have no further right to extend the Term of this Lease Agreement, (ii) Articles 46 and 47 shall not apply to the Extended Term and (iii) the Base Rent payable by Tenant to Landlord in monthly installments during the Extended Term shall be the Market Rent (as defined in Article 49 below) as reasonably determined by Landlord. Within ten (10) days following receipt of Tenant’s Renewal Notice, but no earlier than nine (9) months prior to the commencement of the Extended Term, Landlord shall notify Tenant of Landlord’s determination of the Market Rent for the Extended Term (“Extension OptionLandlord’s Market Rent Determination”). If Tenant disagrees with Landlord’s Market Rent Determination for the Extended Term, the parties shall negotiate in good faith for a period of thirty (30) days following receipt by Tenant of Landlord’s Market Rent Determination as to the Base Rent payable during the Extended Term. If the parties are unable to agree in writing on the Base Rent payable during the Extended Term within said thirty (30) day period, Tenant shall have the right to rescind the giving of the Renewal Notice by giving written notice of rescission to Landlord no later than five (5) days following the end of said twenty (20) day period, time being of the essence (the “Rescission Notice”), in which event the giving of the Renewal Notice shall be deemed rescinded and this Lease Agreement shall expire as of the end of the initial Term. In the event such Rescission Notice is not timely given, the Renewal Notice shall remain in full force and effect and the Base Rent payable during the Extended Term shall be as set forth in Landlord’s Market Rent Determination.
B. It is acknowledged and agreed by the parties that the right of Tenant (hereafter the “Original Tenant”) to extend the Term of this Lease as Agreement under Article 48 A above is personal to the entire Premises (Original Tenant. and no less than the entire Premises) upon the following terms and conditions. Any extension should said Original Tenant either assign this Lease Agreement or sublet all or any part of the Term pursuant Premises to any Extension Option person or entity other than to an Affiliate of said Original Tenant, Article 48 A above shall be on all the same terms automatically become null and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each on the same terms void and conditions as this Lease. Basic Annual Rent shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaultseffect.
Appears in 2 contracts
Samples: Commercial Lease (Celcuity LLC), Commercial Lease (Celcuity LLC)
Option to Extend Term. Tenant shall have the option (“Extension Option”) to extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for one (1) additional period of five (5) years each on (the same terms and conditions as this Lease“Premises Option”). Basic Annual Rent shall be adjusted on the first (1st) day The period of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Premises Option is not assignable separate and apart from this Lease.
40.3referred to herein as the “Option Term”. The Extension Tenant shall have no right or interest to exercise the Premises Option is conditional upon unless: (a) Tenant giving gives the Landlord written notice of its election intent to exercise the Extension Premises Option at least twelve no earlier than three hundred thirty (12330) months days and no later than two hundred seventy (270) days prior to the end of the expiration of Term (the then-current Term. Time shall be of the essence as to Tenant’s exercise of any “Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(bNotice”), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) at the time the Extension Notice is given and on the date of the commencement of the Option Term, Tenant is not in default of any of the event that terms or conditions under this Lease beyond any applicable cure period, nor are there any conditions which with the passage of time could result in a default by Tenant at any time; (c) Tenant has defaulted not been in default in the performance of any of its obligations under this Lease three more than two (32) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date Verus Lease v06 -3- February 2, 2005 (8:51 pm)
(I) Tenant can establish by delivering to Landlord evidence reasonably acceptable to Landlord that the Tenant intends meets, as of the date the Extension Notice is given, and has continually met during the two (2) calendar quarters preceding the date the Extension Notice is given, the Tenant’s Financial Conditions as defined in Section 4.05, or (ii) the Letter of Credit provided for in Section 4.05 is posted with Landlord and then effective as of the date the Extension Notice is given and on the first day of the Option Term. Annual Base Rent during the Option Term shall be as set forth in Section 4.01(b) below. Time is of the essence with respect to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Premises Option, then the deadline for Tenant’s exercise . Tenants’ failure to exactly comply with any of the Extension time or other requirements herein, shall cause the Premises Option to automatically expire and, in such event, this Lease shall terminate upon the expiration of the Term. The option to extend the Term pursuant hereto for the Option Term shall be extended for five (5) days personal to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option and shall not be extended exercisable by or enlarged by reason for the benefit of any assignee, subtenant or other transferee of Tenant’s inability , except the Option may be transferred to exercise such Extension Option because an Affiliate Transferee to whom all of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation interest of Tenant for a period of twenty (20) days after written notice from Landlord in the Lease has been transferred pursuant to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults13.01.
Appears in 2 contracts
Samples: Consent to Assignment Agreement (Zogenix, Inc.), Consent to Assignment Agreement (Zogenix, Inc.)
Option to Extend Term. Tenant shall have the option (“Extension ”Option”) to extend the Term of this Lease by four (4) years as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension the Option shall be on all the same terms and conditions as this Lease, except as follows:
40.142.1. Base Rent at the commencement of the Option term shall equal the then-current fair market value for comparable office and laboratory space in the Xxxxxx Xxxxx submarket of comparable age, quality, level of finish and proximity to amenities and public transit (“FMV”), and shall be further increased on each annual anniversary of the Option term commencement date by three percent (3%). Tenant may, no more than twelve (12) months prior to the date the Term is then scheduled to expire, request Landlord’s estimate of the FMV for the Option term. Landlord shall, within fifteen (15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice shall specify whether Tenant accepts Landlord’s proposed estimate of FMV. If Tenant does not accept the FMV, then the parties shall endeavor to agree upon the FMV, taking into account all relevant factors, including (a) the size of the Premises, (b) the length of the Option term, (c) rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent, tenant improvement allowances and moving allowances, (d) Tenant’s creditworthiness and (e) the quality and location of the Building and the Project. In the event that the parties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, then either party may request that the same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Xxxxxx Xxxxx laboratory/research and development leasing submarket (the “Baseball Arbitrator”) shall be selected and paid for jointly by Landlord and Tenant. If Landlord and Tenant are unable to agree upon the Baseball Arbitrator, then the same shall be designated by the local chapter of the Judicial Arbitration and Mediation Services or any successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the parties or designated by JAMS shall (y) have at least ten (10) years’ experience in the leasing of laboratory/research and development space in the Xxxxxx Xxxxx submarket and (z) not have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) years prior to appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball Arbitrator and to the other party its determination of the FMV. The Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) consecutive options FMV determinations more closely represents the actual FMV. The arbitrator may not select any other FMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Option term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to extend the Term Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease for five (5) years each on specifying the same terms and conditions as this Leaseamount of Base Rent to be paid during the Option term. Basic Annual Rent shall be adjusted on the first (1st) day Any failure of the extension term and each annual anniversary date thereof in accordance with Article 6parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section.
40.242.2. The Extension Option is not assignable separate and apart from this Lease.
40.342.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve eight (12) 8) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension the Option after the date provided for in this paragraphSection.
40.442.4. Notwithstanding anything contained in this Article 40to the contrary, Tenant shall not have the right to exercise the Extension Option: :
(a) during any During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in Default default under any provision provisions of this Lease or and continuing until Tenant has cured the Required Leases specified default to Landlord’s reasonable satisfaction; or
(b) At any time after any Default as described in Article 31 of the Lease (provided, however, that, for purposes of this Section 40.4(b42.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is awareDefault) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or or
(bc) in In the event that Tenant has has, collectively, defaulted in the performance of its obligations any monetary obligation or any material non-monetary obligation under this Lease three two (32) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension the Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.542.5. Except as provided in Section 40.4, the The period of time within which Tenant may exercise an Extension the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.442.4.
40.642.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, default or (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three two (32) or more times and a service or late charge under Section 24.1 31.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 2 contracts
Samples: Lease (Zentalis Pharmaceuticals, LLC), Lease (Zentalis Pharmaceuticals, LLC)
Option to Extend Term. 30.01 Landlord hereby grants to Tenant shall have the option (“Extension Option”) to extend the Term term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1with respect to all, but not part of the Demised Premises. Tenant shall have two (2) consecutive options to extend the Term Such option term will be for a period of this Lease for five (5) years each on years. The option to extend will be exercised by Tenant's giving written notice to Landlord not less than nine (9) months prior to the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on the first (1st) day expiration of the extension original term and each annual anniversary date thereof Tenant's failure to so notify Landlord will be considered a forfeiture by Tenant of this option provided, however, that if at the time (a) Tenant exercises its option, or (b) the extended term is to commence, Tenant is in accordance with Article 6.
40.2default hereunder, and Tenant has received notice (if notice is required) of default and (i) such default has not been cured, or (ii) the time to cure such default has expired, or (c) Tenant has assigned this Lease to sublet all or a portion of the Demised Premises, then and in any such event, Landlord may deny Tenant its rights under this Article. The Extension Option is This option may not assignable separate and apart be exercised separately from this Lease.
40.3. 30.02 The Extension Option is conditional extended term will be upon the same terms, covenants and conditions as provided in this Lease including the obligation of Tenant giving Landlord written notice of its election to exercise pay Operating Expenses and Additional Rent for the Extension Option term, except:
(1) there will not be any further option to extend the Term at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be extended term; and (2) Tenant will pay to Landlord as Fixed Rent during each year of any extended term an amount equal to the greater of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record Fixed Rent payable during the fifth year of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise original term or the Fair Market Value (as hereinafter defined) of any Extension Option after the date provided for in this paragraphDemised Premises.
40.4. Notwithstanding anything contained in 30.03 For purposes of this Article 40Article, Tenant shall not have the right Fair Rental Value of the Demised Premises, or any portion thereof, will be the amount a willing tenant would pay to exercise a willing Landlord (neither party being forced to lease or rent and taking into account the Extension Option: (a) during any time terms of the Lease, including the fact that Tenant is in Default under any provision will continue to pay Operating Expenses. Landlord and Tenant will each, promptly after Landlord's receipt of this Lease Tenant's notice of election to extend, appoint an appraiser who will be a member of the American Institute of Real Estate Appraisers (M.A.I.) or a licensed real estate appraiser. If the Required Leases value determined by the appraiser arriving at the higher value ("Higher Value") will be less than 110% of the value determined by the appraiser arriving at the lower value ("Lower Value"), the average of the two values will be the Fair Rental Value provided, however, thatif the Higher Value will be more than 110% of the Lower Value, the two appraisers will promptly appoint a third appraiser with the foregoing qualifications who will also ascertain such value ("Third Appraiser") (if the appraisers are unable to agree on a third appraiser, such third appraiser will be appointed by the New Jersey Superior Court Assignment Judge for purposes Mercer County acting in a non-judicial capacity) and (i) if the Thirx Xxxxaisal falls between the Higher Value and the Lower Value, then the determination of the Third Appraiser will be the Fair Rental Value, (ii) if the Third Appraisal is greater than the Higher Value, then the Higher Value will be the Fair Rental Value, and (iii) if the Third Appraisal is less than the Lower Value, then the Lower Value will be the Fair Rental Value. Landlord and Tenant will each be responsible for the fees and expenses of its appraiser and will be equally responsible for the fees of the third appraiser if such is required. The decision of the appraiser or appraisers, as the case may be, will be binding.
30.04 The Fixed Rent due pursuant to Article 30.02 is due and payable to the Landlord in equal monthly installments commencing with the month when the extended term of this Section 40.4(bLease commences (any retroactive payments then due being payable within fourteen days after giving of such notice), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each any subsequent redetermination of such defaults during amount, the twelve (12)-month period immediately prior to adjustment thus indicated will be made promptly between the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding Landlord and the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise .
30.05 Pending resolution of the Extension Option, then the deadline for Tenant’s exercise issue of the Extension Option shall be extended for five (5) days to provide Fair Rental Value, Tenant the opportunity to cure such default.
40.5. Except will pay Landlord, as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting term, the Fixed Rent utilizing the Fair Rental Value as determined by Landlord's appraiser, which Fixed Rent will be subject to completion and merely needs additional time), or (d) Tenant has defaulted under retroactive adjustment upon final determination of this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaultsissue.
Appears in 2 contracts
Samples: Lease Agreement (Windsortech Inc), Lease Agreement (Windsortech Inc)
Option to Extend Term. Tenant shall have Notwithstanding anything to the contrary contained in Paragraphs 1.3, 3.1 or elsewhere in the Lease, subject to the terms of Paragraph 39 of the Lease, Lessor hereby grants Lessee a one time option (“Extension Option”) to extend the Term ("Option to Extend") for an additional period of this Lease as five (5) years ("Option Period"). Such right shall apply only to Lessee's entire Premises, shall be for a term that shall begin immediately following Lessee's initial Term and shall be exercised by Lessee by giving written notice to Lessor at lease nine (9) months prior to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension expiration of the Term pursuant initial Term. If Lessee exercises its Option to any Extension Option Extend the Term, Lessee shall be on all continue to lease the Premises for such extended period upon the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of set forth in this Lease for five (5) years each on except that the same terms and conditions as this Lease. Basic Annual Base Rent payable by Lessee to Lessor during the Option Period shall be adjusted on the first (1st) day at 95% of the extension term and each annual anniversary date thereof prevailing fair market rental rate for the Premises based upon the prevailing fair market rental rate for similar space in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise similar industrial buildings within the Extension Option at least twelve (12) months prior to the end vicinity of the expiration of the then-current Termbuilding. Time Lessor shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant Lessee with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Defaultthe fair market rental rate for the Premises, if such Default is susceptible to being cured; or not later than thirty (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (530) days to provide Tenant the opportunity to cure such default.
40.5following receipt of Lessee's exercise notice. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option Lessee shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of have twenty (20) days ("Lessee's Review Period") after written receipt of Lessor's notice from Landlord of the fair market rental rate within which to Tenantaccept such fair market rental rate or to reasonable object thereto in writing. If Lessee objects to the fair market rental rate submitted by Lessor, Lessor and Lessee shall attempt in good faith to agree upon such fair market rental rate, using their best good faith efforts. If Lessor and Lessee fail to reach agreement on such fair market rental rate within fifteen (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (3015) days after following Lessee's Review Period (the date Landlord gives notice "Outside Agreement Date") then, at Lessee's election delivered to Tenant Lessor in writing, Lessee may either cancel its exercise of such default, (c) Tenant commences its Option to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.Extend the
Appears in 2 contracts
Samples: Lease Agreement (Meade Instruments Corp), Lease Agreement (Meade Instruments Corp)
Option to Extend Term. Tenant shall have the option (“Extension Option”) to extend the Term term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except at the minimum rental set forth in Section 3.1(b) and (c) (as follows:
40.1. Tenant shall have applicable) and otherwise upon all the terms and provisions set forth herein with respect to the initial term of this Lease, for up to two (2) consecutive options to extend the Term additional periods of this Lease for five (5) years each on each, the same terms first commencing upon the expiration of the initial term hereof and conditions as this Leasethe second commencing upon the expiration of the first extended term, if any. Basic Annual Rent Exercise of such option with respect to the first such extended term shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord by written notice of its election to exercise the Extension Option Landlord at least nine (9) months and not more than twelve (12) months prior to the end expiration of the initial term hereof; exercise of such option with respect to the second extended term, if the first extension option has been duly exercised, shall be by like written notice to Landlord at least nine (9) months and not more than twelve (12) months prior to the expiration of the then-current Termfirst extended term hereof. Time If Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date of such notice or on the date any extended term is to commence, then the exercise of the option shall be of no force or effect, the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record extended term shall not commence and this Lease shall expire at the end of the deadlines then current term hereof (or at such earlier time as Landlord may elect pursuant to exercise any Extension Optionthe default provisions of this Lease). If Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for properly exercises one or more extension options under this Section, then all references in this paragraph.
40.4. Notwithstanding anything contained Lease (other than in this Article 40Section 2.6) to the "term" of this Lease shall be construed to include the extension term(s) thus elected by Tenant. Except as expressly set forth in this Section 2.6, Tenant shall not have the no right to exercise extend the Extension Option: (a) during any time that Tenant is in Default under any provision term of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of beyond its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such defaultprescribed term.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 2 contracts
Samples: Build to Suit Lease (Pharmacopeia Inc), Build to Suit Lease (Pharmacopeia Inc)
Option to Extend Term. Tenant shall have the option (“Extension Option”) to extend the Term term of this Lease as Lease, at the minimum rental set forth in Section 3.1(c) and otherwise upon all the terms and provisions set forth herein with respect to the initial term of this Lease, for one (1) additional term of five (5) years, commencing upon the expiration of the initial term hereof; provided, however, that such option shall be exercisable solely with respect to one of the following two configurations of space: either (a) with respect to the entire Premises covered by this Lease on the date of exercise of such option, or (and no b) with respect to the entire Premises located in the 2071 Building but not with respect to any portion of the Premises located in the 2025 Building (if applicable). Exercise of such option shall be by written notice to Landlord not less than the entire Premisesnine (9) upon the following terms months and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each on the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least more than twelve (12) months prior to the expiration of the initial term hereof. If Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date of such notice or on the date the extended term is to commence, then the exercise of the option shall be of no force or effect, the extended term shall not commence and this Lease shall expire at the end of the expiration initial term of this Lease (or at such earlier time as Landlord may elect pursuant to the then-current Termdefault provisions of this Lease). Time If Tenant properly exercises its extension option under this Section, then all references in this Lease (other than in this Section 2.6 itself) to the “term” of this Lease shall be of construed to include the essence as extension term thus elected by Tenant. The extension option granted herein is personal to Tenant, and may not be exercised (except with Landlord’s exercise prior written consent, in Landlord’s sole discretion) by any assignee of Tenant’s interest under this Lease or by any Extension Optionsubtenant. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for Except as expressly set forth in this paragraph.
40.4. Notwithstanding anything contained in this Article 40Section 2.6, Tenant shall not have the no right to exercise extend the Extension Option: (a) during any time that Tenant is in Default under any provision term of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of beyond its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such defaultprescribed term.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 2 contracts
Samples: Lease Agreement, Lease (Complete Genomics Inc)
Option to Extend Term. Tenant shall have 3 options (hereinafter referred to as the option (“Extension Option”), provided that this Lease shall be in full force and effect, without default on the part of Tenant hereunder beyond applicable notice and grace periods herein, on the date Tenant exercises the Extension Option, to extend the Term for an extension term (hereinafter referred to as the “Extension Term”) of five (5) years, to commence on the day (hereinafter referred to as the “Extension Term Commencement Date”) next succeeding the Expiration Date and to expire on the date (herein referred to as the “Extension Term Expiration Date”) which shall be the day preceding the fifth (5th) anniversary of the Extension Term Commencement Date. Tenant shall exercise the Extension Option by sending a written notice thereof (which notice is hereinafter referred to as the “Extension Notice”) to extend the Landlord by certified mail, return receipt requested, on or before the day which shall be six (6) months prior to the Expiration Date. If Tenant shall send the Extension Notice within the time and in the manner hereinbefore provided, the Term of this Lease as to shall be deemed extended for the entire Premises (and no less than the entire Premises) Extension Term upon the following terms terms, covenants and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each on the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time terms, covenants, or conditions hereof that Tenant is in Default under any provision of this Lease are expressly or by their nature inapplicable to the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord Extension Term shall not be required to provide Tenant with notice of apply during such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being curedTerm; or (b) in the event that Base Annual Rent payable by Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve Extension Term (12)-month period immediately prior hereinafter referred to as the date that Tenant intends “Extension Rent”) shall be at the rate of rent in place during the last year of the Term, plus an annual 3.0% increase which shall apply to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise each year of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such defaultTerm.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 2 contracts
Samples: Office Lease Agreement (Franklin Financial Network Inc.), Office Lease Agreement (Franklin Financial Network Inc.)
Option to Extend Term. (A) Provided that: (i) Landlord has not given Tenant notice of default more than two (2) times, (ii) there then exists no event of default by Tenant under this lease nor any event that with the giving of notice and/or the passage of time would constitute a default, and (iii) that Tenant occupies not less than all of the Premises (except for any approved and permitted sublet to TELA Bio pursuant to Section 18 of this Lease), Tenant shall have the right and option (“Extension Option”) to extend the Term for one (1) additional period of three (3) years (the “Renewal Term”), exercisable in the following manner. If Tenant intends to exercise the Extension Option under this Lease as to the entire Premises (and no Section, Tenant shall give Landlord written notice not less than nine (9) months in advance of the entire Premisesscheduled Expiration Date of Tenant’s intention to extend the Term (“Tenant’s Extension Notice”), it being agreed that time is of the essence and that the Extension Option is personal to Tenant and is non-transferable to any other party, other than an Affiliate in accordance with a transfer pursuant to Section 18(b) of the Lease. Promptly after receipt of Tenant’s Extension Notice, Landlord shall advise Tenant in writing of Landlord’s reasonable determination of the then market rental rate for the Premises based upon the following terms and conditionsthen market rate for comparable lab space in Malvern sub-market. Any extension If Tenant accepts such determination in writing within fifteen days of delivery of Landlord’s market rent notice, and, if requested by Landlord, enters into a lease amendment extending the term of the Term pursuant to any Lease within such fifteen days as provided in this Section, the Extension Option shall be on all effective. If Tenant does not accept Landlord’s determination of market rent within fifteen days, or does not enter into a lease amendment within such fifteen days if requested by Landlord, the Extension Option shall terminate, and the Expiration Date shall remain one hundred (100) months from the Commencement Date. The Extension Option shall be under the same terms and conditions as provided in this Lease, Lease except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each on the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise a. the Extension Option period shall begin at least twelve the original Expiration Date, and thereafter the Expiration Date shall be one hundred thirty-six (12136) months prior from the Commencement Date;
b. all references to the end of the expiration of the then-current Term. Time Term in this Lease shall be of deemed to mean the essence Term as extended pursuant to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option this Section;
c. after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord there shall promptly provide be no further options to extend; and
d. the Minimum Annual Rent payable by Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in shall be the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise greater of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except market rate as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged reasonably determined by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time)above, or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable the Minimum Annual Rent for any such default, whether or not Tenant has cured such defaultsthe immediately preceding lease year.
Appears in 2 contracts
Samples: Lease Agreement (PhaseBio Pharmaceuticals Inc), Lease Agreement (PhaseBio Pharmaceuticals Inc)
Option to Extend Term. Tenant shall have the option (“Extension Option”) to extend the Term term of this Lease as Lease, at the minimum rental set forth in Section 3.1(c) and otherwise upon all the terms and provisions set forth herein with respect to the initial direct term of this Lease, for one (1) additional term of three (3) years, commencing upon the expiration of the initial direct term hereof; provided, however, that such option shall be exercisable solely with respect to the entire Premises (and no covered by this Lease on the date of exercise of such option. Exercise of such option shall be by written notice to Landlord not less than the entire Premisesnine (9) upon the following terms months and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each on the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least more than twelve (12) months prior to the expiration of the initial direct term hereof. If Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date of such notice or on the date the extended term is to commence, then the exercise of the option shall be of no force or effect, the extended term shall not commence and this Lease shall expire at the end of the expiration initial direct term of this Lease (or at such earlier time as Landlord may elect pursuant to the default provisions of this Lease). If Tenant properly exercises its extension option under this Section, then all references in this Lease (other than in this Section 2.6 itself) to the “term” of this Lease shall be construed to include the extension term thus elected by Tenant. The extension option granted herein may be assigned to and exercised by any permitted assignee of Tenant’s entire interest in this Lease, provided that such assignee is in possession of the then-current TermPremises at the time. Time shall such option is exercised, but may not be of the essence assigned to or exercised by any subtenant. Except as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for expressly set forth in this paragraph.
40.4. Notwithstanding anything contained in this Article 40Section 2.6, Tenant shall not have the no right to exercise extend the Extension Option: (a) during any time that Tenant is in Default under any provision term of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of beyond its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such defaultprescribed term.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 2 contracts
Samples: Lease (Five Prime Therapeutics Inc), Lease (Five Prime Therapeutics Inc)
Option to Extend Term. Tenant shall have the option (“Extension Option”) to extend the Term term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two at the minimum rental set forth in Section 3.1(c) and (2d) consecutive options and otherwise upon all the terms and provisions set forth herein with respect to extend the Term initial term of this Lease Lease, for five (5) years each on up to [*] additional periods of [*] each, the same terms first commencing upon the expiration of the initial term hereof and conditions the second commencing upon the expiration of the first extended term, if any. Exercise of such
4. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as this Leaseamended. Basic Annual Rent option with respect to the first such extended term shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord by written notice of its election to exercise the Extension Option Landlord at least nine (9) months and not more than twelve (12) months prior to the end expiration of the initial term hereof; exercise of such option with respect to the second extended term, if the first extension option has been duly exercised, shall be by like written notice to Landlord at least nine (9) months and not more than twelve (12) months prior to the expiration of the then-current Termfirst extended term hereof. Time If Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date of such notice or on the date any extended team is to commence, then the exercise of the option shall be of no force or effect, the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record extended term shall not commence and this Lease shall expire at the end of the deadlines then current term hereof (or at such earlier time as Landlord may elect pursuant to exercise any Extension Optionthe default provisions of this Lease). If Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for properly exercises one or more extension options under this Section, then all references in this paragraph.
40.4. Notwithstanding anything contained Lease (other than in this Article 40Section 2.6) to the “term” of this Lease shall be construed to include the extension terms) thus elected by Tenant. Except as expressly set forth in this Section 2.6, Tenant shall not have the no right to exercise extend the Extension Option: (a) during any time that Tenant is in Default under any provision term of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of beyond its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such defaultprescribed term.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Portola Pharmaceuticals Inc), Asset Purchase Agreement (Portola Pharmaceuticals Inc)
Option to Extend Term. Provided that at the time of such notice of exercise and at the time of the commencement of the applicable extension term, there exists no monetary default (beyond any applicable notice and cure period in this Lease) and no default described in Section 26(a)(iv), Tenant shall have the option right and option, exercisable by giving Landlord prior written notice thereof at least nine (“Extension Option”9) months in advance of the applicable Expiration Date, to extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension for all or a portion of the Premises as described in subsection (d) below) for up to three (3) additional consecutive periods of thirty-six (36) months each, the first such extended term or any subsequent extended term to begin on the Expiration Date of the initial Term pursuant to or the Expiration Date of any Extension Option previous extended term, as the case may be. Such extension shall be on all under the same terms and conditions as provided in this Lease, Lease except as follows:
40.1. Tenant (a) all references to the Term in this Lease shall have two be deemed to mean the Term as extended pursuant to this Section;
(2b) consecutive there shall be no further options to extend the Term except as expressly provided herein;
(c) throughout each extension term, the Minimum Annual Rent for the respective Premises shall continue to increase by 2% per respective lease year, so that at the beginning of each lease year (based on the respective commencement dates for the respective portions of the Premises [e.g. the Building B-1 Premises, the Building A Premises, and any future Building A expansion premises, as applicable]), the Minimum Annual Rent for such Premises shall increase to 102% of the Minimum Annual Rent payable for such Premises in the preceding lease year; (d) With respect to any extension option, Tenant may elect to extend this Lease, on the terms and conditions stated above, for all or less than all of the Premises then being leased by Tenant under this Lease. If Tenant desires to extend this Lease for less than the entire Premises then being leased by Tenant, Tenant shall include in its extension notice a detailed description of any space as to which Tenant is not extending (the “Surrendered Space”). The following provisions shall apply to any surrender of space pursuant to an extension of this Lease for five on less than the entire Premises: (51) years each Tenant must surrender all space in Building B-1 prior to, or simultaneously with, surrendering any space in Building A, (2) with respect to the Building B-1 Premises, space must be surrendered working from north to south (i.e. starting with the portion of the Building B-1 Premises furthest from the planned Link), (3) with respect to the Building B-1 Premises, Tenant may surrender the space in up to two increments, the first increment must be either (i) the approximately 25,187 rentable square feet depicted on Exhibit E-2 or (ii) the same terms entire Building B-x Premises, and conditions the second increment (which would apply only in the event Tenant surrendered less than all of Building B-1 in connection with a prior Lease extension) must be the remainder of the Building B-1 Premises, and (4) with respect to the Building A Premises, in no event shall Tenant extend with respect to less than 20,000 rentable square feet, and in no event shall Tenant leave Landlord with less than 20,000 rentable square feet within Building A. Moreover, any Surrendered Space must be (1) Leasable Space (as that term is defined below) and (2) must be surrendered to Landlord in the condition required under this Lease with respect to surrender of space at the expiration or termination of this Lease. Basic Annual Rent shall be adjusted on the first (1st) day If Tenant so extends for less than all of the extension term then Premises, Tenant and Landlord shall each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve (12) months prior to the end pay one-half of the expiration cost of constructing any demising wall between the then-current Termspace surrendered and the Premises retained by Tenant. Time shall be of the essence ’Leasable Space’ as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for used in this paragraph.
40.4. Notwithstanding anything contained Lease means space that is located, configured and sized in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, such a manner that, in Landlords reasonable judgment, such space has appropriate access to entrances and restroom facilities, is useable for general office purposes of this Section 40.4(b), Landlord shall not be required and is marketable to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such defaultgeneral office user.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 1 contract
Samples: Lease Agreement (Kroll Inc)
Option to Extend Term. a. Tenant shall have and is hereby granted the option to extend the Term hereof beyond the Lease Expiration Date (the “Extension Option”) to extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have for two (2) consecutive options to extend the Term periods of this Lease for five (5) years each (each, an “Extension Period”) commencing on the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted date immediately following the Lease Expiration Date, or, if applicable, on the first (1st) date immediately following the last day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The first Extension Option is not assignable separate and apart from this Lease.
40.3. The Period if Tenant previously exercised the initial Extension Option is conditional upon Option; provided that: (i) Tenant giving Landlord delivers written notice of its election to exercise the Extension Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability election to exercise such Extension Option because (the “Extension Notice”) to Landlord, not more than thirty six (36), or less than twelve (12), months prior to the Lease Expiration Date or the last day of the first Extension Period, as applicable, time being of the essence; and (ii) no uncured Event of Default on the part of Tenant exists at the time of its delivery of the Extension Notice. Tenant shall have the right to extend the Term pursuant to the terms of this Section 33 for less than the entire Premises provided that (1) Tenant sets forth in the Extension Notice the portion of the Premises Tenant will relinquish as of the Termination Date or the last day of the first Extension Period, as applicable (the “Relinquished Premises”), and (2) the Relinquished Premises is not less than 4,500 contiguous square feet within the Building with direct access to an elevator bank and the bathrooms within the Common Areas and a reasonable window line commensurate with the size of the Relinquished Premises (but which window line need not face the street), unless Landlord otherwise consents (such consent to be deemed granted if not provided or denied within fifteen (15) days after Landlord’s receipt of the Extension Notice). If Landlord does not consent to a proposed Relinquished Premises due to its failure to meet the terms of clause (2) in the previous sentence, Tenant may once again elect to deliver to Landlord an Extension Notice (provided same is delivered in accordance with the terms of this Section 33) for the entire Premises or for a portion of the Premises excluding an alternatively proposed Relinquished Premises which complies with such terms of clause (2) in the previous sentence, and the terms of this Section 33 shall apply to such Extension Notice. In the absence of such further Extension Notice, this Lease shall expire on the Lease Expiration Date, or the last day of the first Extension Period, as applicable, unless earlier terminated in accordance with the terms hereof.
b. All terms and conditions of the Lease, including without limitation all provisions governing the payment of Additional Rent shall remain in full force and effect during the applicable Extension Period, except that the Economic Terms (hereinafter defined) effective during the applicable Extension Period shall be determined in accordance with the provisions of this Section 40.4.
40.633. All of As used in this Lease, the term “Economic Terms” shall mean, at Tenant’s rights under election, either (A) a continuation into the provisions Extension Period of the economic terms of this Lease, with the amount of Annual Base Rent Per Square Foot applicable on the Lease Expiration Date escalated at the commencement of the Extension Period and thereafter at the annual escalation percentage for Annual Base Rent set forth in this Lease, reduced pro-rata for any Relinquished Space, and with a tenant improvement allowance equal to the product of (i) Eighty Three and 69/100 dollars ($83.69) per square foot of the Premises, reduced pro-rata for any Relinquished Space and escalated at 2.5% per annum from the Commencement Date until the date of commencement of the Extension Period, multiplied by (ii) thirty three percent (33%); or (B) a new set of economic terms based collectively upon the following: (1) a market-rate for Annual Base Rent Per Square Foot (taking into consideration all then-applicable market tenant concessions, and, if applicable, the absence of any obligation of Landlord to pay brokerage commissions or fees), (2) a market-rate annual escalation percentage for Annual Base Rent, (3) a market-rate tenant improvement allowance and (4) a rent abatement period and/or other concessions, if applicable given the prevailing market conditions. The Economic Terms as determined in accordance with clause (A) in the immediately preceding sentence shall be referred to hereinafter as the “Existing Economic Terms” and the Economic Terms as determined in accordance with clause (B) in the immediately preceding sentence and otherwise in accordance with the terms of this Section 33 shall be referred to hereinafter as the “New Economic Terms”. The New Economic Terms shall be those that would be agreed upon between Landlord and a new tenant not currently occupying the Building entering into an arm’s length new lease (and not a lease renewal) for comparable space in a Class A office building in the downtown business district of Washington, D.C. of comparable age, size, quality and location as the Building, with a build-out for tenant improvements comparable to Tenant’s initial build out of the Premises hereunder and for a term comparable to the length of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of (the Extension Option ifforegoing, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended “New Economic Term (unless Tenant is diligently prosecuting to completion and merely needs additional timeConditions”), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 1 contract
Samples: Office Lease (Costar Group Inc)
Option to Extend Term. So long as Tenant shall not be in default beyond applicable notice and grace periods hereunder, Tenant shall have the option (“Extension Option”) right, at its election, to extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have for two (2) consecutive options to extend the Term of this Lease for additional five (5) years year periods (each on respectively referred to herein as an "Extension Period"). The first five-year option shall be from January 1, 2005 through December 31, 2009, and the same terms second five-year option shall be from January 1, 2010 through December 31, 2014. The Base Rent to be paid during each Extension Period shall be the then fair market rental value for renewal rentals in the "market" (as defined below), taking into consideration, without limitation, the condition of the Premises, the amount of Rent being paid during the initial term of other leases used as comparables (i.e., to determine if extension rents paid in comparables reflect discounts attributable to an above market initial term rent), any free rent provided, work letter obligations, the base year for escalations and conditions other tenant inducements, such amount to be mutually agreed to by the parties. The market shall be defined as the commercial office leasing areas of New Canaan, Westport and Darien, Connecticut. In addition to the Base Rent in any Extension Period, Tenant shall pay the Additional Rent as required under this Lease. Basic Annual Rent ; however, the base year shall be adjusted on as provided for in Section 3.B (i.e., the base year for Taxes and Operating Expenses (as each such term is hereinafter defined) shall be the first (1st) day year of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2respective Extension Period). The Extension Option is not assignable separate Tenant shall notify the Landlord of its intention to exercise its options to extend (such notice shall be in writing and apart from provided in a manner required by this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option ), if at least all, not earlier than twelve (12) months prior (except in the case of an exercise of such option pursuant to Section 32 below, in which event the exercise of said option may occur prior to said twelve (12) month period) to the end termination of the expiration Initial Term or first Extension Period, as the case may be, nor later than 8 months prior thereto. Prior to the exercise by Tenant of an election to extend the Term, the expression "Term" or "term" or any equivalent expression shall mean the Term or Extension Period then in effect; after the exercise by Tenant of any such election, the expression "Term" or any equivalent expression shall mean the Term as it may have been then extended. All agreements and conditions in this Lease contained shall apply to the Extension Period to which the Term shall be extended as aforesaid excepting such provisions of this Lease which by their terms are only applicable to the Initial Term, excluding any further right of extension. If Tenant shall give notice of the then-current Term. Time exercise of an election in the manner and within the time provided aforesaid, the Term shall be extended upon the giving of notice without the requirement of any action on the part of Landlord. If Tenant shall exercise its renewal option in conjunction with Section 32, at Tenant's option to be exercised simultaneously with the exercise of the essence renewal option, the "market" Base Rent for the Premises for the Extension Period shall be fixed either (i) at the time of the exercise of the renewal option, or (ii) at a time which is six (6) months prior to the commencement of the renewal term; if Tenant shall fail to elect either option (i) or (ii), then Tenant shall be deemed to have elected option (ii). If Tenant shall have exercised its renewal option as aforesaid and Landlord and Tenant cannot agree upon the "market" Base Rent for the Premises under the terms of this Lease during the Extension Period, then the dispute as to the "market" Base Rent for the Premises shall be submitted to arbitration in accordance with the provisions of Section 36 of this Lease. The arbitrators shall select either Landlord's estimate or Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record 's estimate of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise "market" Base Rent of any Extension Option after the date provided for in this paragraph.
40.4Premises. Notwithstanding anything contained in this Article 40Lease to the contrary, in no event shall the Base Rent for any Extension Period be reduced below the Base Rent payable during the Initial Term. If upon the commencement of the Extension Period the Base Rent to be paid by Tenant during such Extension Period shall not have been determined, Tenant shall, effective as of the commencement of such Extension Period, pay as Base Rent the sum of (i) the amount estimated by Landlord as the appropriate Base Rent for the Premises during such Extension Period in accordance with the terms of this Lease, plus (ii) all other amounts due and payable pursuant to this Lease. Upon the determination of such Base Rent, in the event of any overpayment of such Base Rent by Tenant since the beginning of such Extension Period, Landlord shall pay to Tenant the amount of such overpayment. If Landlord shall not pay same to Tenant within ten (10) days of such determination, in addition to any other rights and remedies of Tenant, upon fifteen (15) days prior written notice to Landlord, Tenant shall not have the right to exercise offset any amounts due to Tenant plus interest thereon at the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to Interest Rate from the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such defaultoverpayment was made.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 1 contract
Option to Extend Term. 40.1 Landlord grants to Tenant shall have the option (“Extension Option”) right to extend the Term term of this Lease as to the entire Premises for two (and no less than the entire Premises2) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all two (2) year periods under the same terms and conditions as this Lease, existing in the original Lease except as follows:
40.1set forth in this Article 40. Tenant shall have two (2) consecutive options exercise such right to extend the Term term of this Lease for five by written notice to Landlord given no later than nine (59) years each on months prior to the same terms and conditions end of the original term or the first extension term, as this Lease. the case may be.
40.2 Basic Annual Rent shall be adjusted on the first (1st) day of the each extension term term, and each annual anniversary date thereof in accordance with Article 6year thereafter pursuant to Section 6.1.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, 40.3 Tenant shall not have the right to exercise either option to extend the Extension Optionterm, notwithstanding anything set forth above to the contrary: (a) during any the time commencing from the date Landlord gives to Tenant a written notice that Tenant is in Default default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until the default alleged in said notice is cured; (b) during the period of time commencing on the day after a monetary obligation to Landlord is due from Tenant cures and unpaid without any such Default, if such Default necessity for notice thereof to Tenant and continuing until the obligation is susceptible to being curedpaid; or (bc) in after the event that Tenant has defaulted in the performance expiration or earlier termination of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaultsLease. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the The period of time within which Tenant the option to extend may exercise an Extension Option be exercised shall not be extended or enlarged by reason of the Tenant’s inability to exercise such Extension Option the option because of the provisions foregoing provisions. At the election of Section 40.4.
40.6. All Landlord, all rights of Tenant’s rights Tenant under the provisions of the Extension Option this Article 40 shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option an option to extend if, after such exercise, but prior to the commencement date of the new extension term, this Lease is terminated because (a1) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty sixty (2060) days after written notice from such obligation becomes due (without necessity of Landlord to give notice to Tenant), or (b2) Tenant fails to commence to cure a non-monetary default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 1 contract
Samples: Lease (Icagen Inc)
Option to Extend Term. Tenant shall have the option (“Extension Option”) to extend the Term of this Lease as to the entire Premises initial three (and no less than the entire Premises3) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term year term of this Lease for five one (51) additional period of three (3) years each (the "Option Period"), with the Option Period commencing on the same terms third (3rd) anniversary of the Commencement Date and conditions terminating on the day immediately preceding the sixth (6th) anniversary of the Commencement Date. The option to extend, as well as the commencement of the Option Period, shall be expressly conditioned upon Tenant, up to the time tile Option Period is to begin, having fully and timely complied with all its monthly rental obligations under this Lease and Tenant not having committed an uncured breach or default of any other of its other obligations under this Lease. Basic Annual Rent shall be adjusted on the first (1st) day The option to extend is exercisable by Tenant, if at all, only in strict compliance of the extension term aforesaid conditions and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant by giving Landlord written notice of its election to exercise extend the Extension Option at least twelve then term not later than the one-hundred eightieth (12180th) months day prior to tile Termination Date. Strict compliance with the end conditions of the expiration option and the exercise thereof is deemed material to tile parties and time for exercise is of the then-current Termessence. Time Failure to so exercise shall be deemed a waiver of this option by Tenant, in which event this Lease shall expire on the essence then Termination Date as to Tenant’s exercise of any Extension Optionset forth in Paragraph 3. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40All terms, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision provisions, covenants and conditions of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults apply during the twelve (12)-month period immediately prior Option Period, except that there shall be no Further right to extend the date that Tenant intends term beyond the Option Period and the Base Rent during the Option Period shall be as provided in this Paragraph below. The Base Rent to exercise an Extension Optionbe charged during each Option Period shall he adjusted, whether or not Tenant has cured such defaultswith the adjustment occurring on the first day of the Option Period. Notwithstanding The Base Rent during the foregoing, if Option Period shall be the nature prevailing market rental rate at the time of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Optionoption, including prevailing market increases, if any, for option years two and three, but at no time lower than the Base Rent in force during the initial Term. If Landlord and Tenant cannot agree to the Base Rent for all three years of the option period (the "Option Base Rent") within fifteen (15) days of Tenant's notice, then each party shall immediately select a licensed commercial real estate broker familiar with similar properties in the deadline for Tenant’s exercise of the Extension Option area ("Arbitrator"), who shall be extended for five (5) days to provide Tenant charged with agreeing upon the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time Option Base Rent within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting failure of the parties to completion and merely needs additional time)agree. If such Arbitrators cannot so agree, or (d) Tenant has defaulted under this Lease three (3) or more times and then they shall immediately select a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.third Arbitrator who shall render a decision within
Appears in 1 contract
Option to Extend Term. 40.1, Tenant shall have the option (“Extension "Option”") to extend the Term term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.140.1.1. Tenant shall have two one (21) consecutive options option to extend the Term term of this Lease for five (5) years each on the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on the first (1st) day of the extension renewal term to the then prevailing market rental rate for buildings of similar age, size and each annual anniversary construction. On the date thereof in accordance with Article 6.Tenant exercises the Option such prevailing market rental rate will be negotiated between Landlord and Tenant. Lease Aid Association for Lutherans and Trega Biosciences, Inc. September 24, 1997
40.240.1.2. The Extension Option is not personal to Tenant and may be exercised by any assignee or the Lease permitted under the terms of the Lease. However, the Option herein granted is not assignable separate and apart from this Lease.
40.340.1.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve one (121) months year prior to the end of the expiration of the then-current initial term of this Lease.
40.1.4. The Landlord and Tenant shall have sixty (60) days to agree as to the prevailing market rate for the term of the Option. If the Landlord and Tenant are unable to agree on the prevailing market rate, Landlord and Tenant shall each engage an M.A.I. appraiser who shall then select a third independent M.A.I. appraiser who shall, within sixty (60) days after the appointment set the prevailing market rental rate for the term of the Option. After the prevailing market rental rate has been set, the third independent M.A.I. appraiser shall immediately notify both parties. If Tenant objects to the prevailing market rental rate, Tenant shall have the right to have this Lease expire at the end of the Term, and Tenant and Landlord shall share equally all the costs in connection with the appraisal procedure that set the prevailing market rental rate. Time Tenant's election to allow this Lease to expire at the end of the Term must be exercised within ten (10) days after Tenant's receipt of notice by the third independent appraiser of the prevailing market rental rate for the Option. If Tenant does not exercise its election within the ten (10) day period, the Term of this Lease shall be of the essence extended as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, . In no event shall the prevailing market rental rate be less than the rental rate of the final month of the Term of this Lease.
40.1.5. Tenant shall not have the right to exercise any Option, notwithstanding anything set forth above to the Extension Option: (a) during any contrary:
a. During the time commencing from the date Landlord gives to Tenant a written notice that Tenant is in Default default under any provision provisions of this Lease or and continuing until the Required Leases default alleged in said notice is cured; or
b. At any time after an event of Default as described in Article 23, of the Lease (provided, however, that, for purposes without any necessity of this Section 40.4(b), Landlord shall not be required to provide Tenant with give notice of such Default but upon default to Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Defaultdefault is cured, if such Default is susceptible to being curedcurable; or (b) in or
c. In the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 23.1 for each of such defaults during the twelve (12)-month twelve-month period immediately prior to the date that Tenant intends to exercise an Extension the Option, whether or not Tenant has cured such defaultsthe defaults are cured. Notwithstanding the foregoingLease Aid Association for Lutherans and Trega Biosciences, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension OptionInc. September 24, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.1997
40.540.1.6. Except as provided in Section 40.4, the The period of time within which Tenant the Option may exercise an Extension Option be exercised shall not be extended or enlarged by reason of the Tenant’s 's inability to exercise such Extension the Option because of the foregoing provisions of Section 40.4this Section.
40.640.1.7. All rights of Tenant’s rights Tenant under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s 's due and timely exercise of the Extension Option an Option, if, after such exercise, but prior to the commencement date of the new term, (a1) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty Ten (2010) days after written notice from Landlord to Tenant, ; (b2) Tenant fails to commence to cure a default (other than a monetary default) within thirty Ten (3010) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), ; or (d3) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 23.1 has become payable for any such default, during the period from the date of the exercise of such option to the date of the commencement of such option term, whether or not Tenant has cured such defaultsdefaults are cured.
Appears in 1 contract
Samples: Lease Agreement (Lion Bioscience Ag)
Option to Extend Term. 40.1 Tenant shall have the option (“Extension "Option”") to extend the Term term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. 40.1.1 Tenant shall have two one (21) consecutive options option to extend the Term term of this Lease for five (5) years each on the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on the first (1st) day of the extension renewal term to the then prevailing market rental rate for buildings of similar age, size and each annual anniversary construction on the date thereof in accordance with Article 6Tenant exercises the Option such prevailing market rental rate will be negotiated between Landlord and Tenant.
40.240.1.2 The Option is not personal to Tenant and may be exercised by any assignee or the Lease permitted under the terms of the Lease. The Extension However, the Option herein granted is not assignable separate and apart from this Lease.
40.3. 40.1.3 The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve one (121) months year prior to the end of the expiration of the then-current initial term of this Lease.
40.1.4 The Landlord and Tenant shall have sixty (60) days to agree as to the prevailing market rate for the term of the Option. If the Landlord and Tenant are unable to agree on the prevailing market rate, Landlord and Tenant, shall each engage appoint an M.A.I. appraiser who shall then select a third independent M.A.I. appraiser who shall, within sixty (60) days after the appointment set the prevailing market rental rate for the term of the Option. After the prevailing market rental rate has been set, the third independent M.A.I. appraiser shall immediately notify both parties. If Tenant objects to the prevailing market -42- 43 rental rate, Tenant shall have the right to have this Lease expire at the end of the Term, and Tenant and Landlord shall share equally all the costs in connection with the appraisal procedure that set the prevailing market rental rate. Time Tenant's election to allow this Lease to expire at the end of the Term must be exercised within ten (10) days after Tenant's receipt of notice by the third independent appraiser of the prevailing market rental rate for the Option. If Tenant does not exercise it's election within the ten (10) day period, the Term of this Lease shall be of the essence extended as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, . In no event shall the prevailing market rental rate be less than the rental rate of the final month of the Term of this Lease.
40.1.5 Tenant shall not have the right to exercise any Option, notwithstanding anything set forth above to the Extension Option: contrary:
(a) during any During the time commencing from the date Landlord gives to Tenant a written notice that Tenant is in Default default under any provision provisions of this Lease or and continuing until the Required Leases default alleged in said notice is cured; or
(providedb) At any time after an event of Default as described in Article 23, however, that, for purposes of this Section 40.4(b), the Lease (without any necessity of Landlord shall not be required to provide Tenant with give notice of such Default but upon default to Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Defaultdefault is cured, if such Default is susceptible to being curedcurable; or or
(bc) in In the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 23.1 for each of such defaults during the twelve (12)-month twelve-month period immediately prior to the date that Tenant intends to exercise an Extension the Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such defaultdefaults are cured.
40.5. Except as provided in Section 40.4, the 40.1.6 The period of time within which Tenant the Option may exercise an Extension Option be exercised shall not be extended or enlarged by reason of the Tenant’s 's inability to exercise such Extension the Option because of the foregoing provisions of Section 40.4this Section.
40.6. 40.1.7 All rights of Tenant’s rights Tenant under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s 's due and timely exercise of the Extension Option an Option, if, after such exercise, but prior to the commencement date of the new term, (a1) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty Ten (2010) days after written notice from Landlord to Tenant, ; (b2) Tenant fails to commence to cure a default (other than a monetary default) within thirty Ten (3010) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), ; or (d3) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 23.1 has become payable for any such default, during the period from the date of the exercise of such option to the date of the commencement of such option term, whether or not Tenant has cured such defaultsdefaults are cured.
Appears in 1 contract
Option to Extend Term. Landlord shall notify Tenant shall have the option (“Extension Option”) to extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each on the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option writing at --------------------- least twelve (12) months prior to the end Expiration Date of the initial Term of the Lease and/or twelve (12) months prior to the expiration of the then-current Term. Time shall be first Extended Term (defined below), as applicable, as to whether Landlord will exercise its right to repossess one or both of the essence buildings comprising the Premises (with any such repossessed Premises being referred to herein as the "Repossessed Premises") from and after the Expiration Date or the expiration of the first Extended Term, as applicable (the "Recapture Right"). If Landlord, in Landlord's sole and absolute discretion, exercises this Recapture Right, then (i) the Lease shall terminate on the Expiration Date or the expiration of the first Extended Term, as applicable, as to Tenant’s exercise of any Extension Option. the Repossessed Premises, (ii) Tenant assumes full responsibility shall have no right to extend this Lease for maintaining a record the Extended Term(s) (defined below) as to such Repossessed Premises, (iii) from and after the Expiration Date or the expiration of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40first Extended Term, as applicable, Tenant shall have no further rights or interests in the Repossessed Premises of any nature whatsoever, and (iv) provided Landlord, a Landlord Affiliate and/or a Technology Party initially occupies more than fifty percent (50%) of the Repossessed Premises for their own use, Landlord shall be free to use the balance of the Repossessed Premises for any purposes whatsoever, including, without limitation, assigning or subleasing the balance of the Repossessed Premises to any person or entity for any purpose whatsoever. If Landlord does not timely exercise its Recapture Right as to all or any portion of the Premises upon the Expiration Date or the expiration of the first Extended Term, as applicable, then Tenant shall have the right option to exercise extend the Extension Option: (a) during any time that Tenant is in Default under any provision term of this Lease or solely as to that portion of the Required Leases Premises (providedbut not less than an entire building) which is not Repossessed Premises for two (2) extended term(s) of one (1) year each commencing upon the Expiration Date of the initial Term of the Lease and the expiration of the first one-year Extended Term (each, however, that, for purposes of this Section 40.4(ban "Extended Term"), Landlord shall not be required to provide . Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to may exercise the Extension Option, foregoing option to extend if and only if (i) Tenant notifies Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance writing of its obligations under this irrevocable election to extend the Term of the Lease three for the Extended Term no later than eleven (311) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately months prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise Expiration Date of the Extension Option, then the deadline for Tenant’s exercise initial Term of the Extension Option shall be extended for five Lease or eleven (511) days months prior to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because expiration date of the provisions first one-year Extended Term, as applicable, (ii) Tenant extends the term with respect to an entire building (and not solely a portion of Section 40.4.
40.6. All of Tenant’s rights under the provisions a building) and (iii) Tenant is not in material default of the Extension Option shall terminate and be Lease (following the expiration of no further force any applicable cure periods without cure) either at the time of giving notice of its irrevocable election to extend or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to on the commencement date of each Extended Term. If each of the new termconditions set forth in the immediately preceding sentence are not satisfied in full, then Tenant's option(s) to extend the term of the Lease shall lapse and be null and void and the terms and provisions of the second sentence of this Section 2.3 shall apply as though Landlord had exercised its Recapture Right as to all of the Premises. All of the terms and provisions of this Lease shall apply during the Extended Term(s) except that (a) if Tenant fails extends the Lease as to pay less than the entire Premises, Rent and the Face Amount of the Letter of Credit shall be equitably reduced to Landlord a monetary obligation reflect the reduction in square footage of the portion of the Premises to be leased by Tenant for a period of twenty (20) days after written notice from Landlord to Tenantduring the Extended Term(s), (b) Tenant fails there shall be no further right to commence to cure a default (other than a monetary default) within thirty (30) days after extend the date Landlord gives notice to Tenant term of such defaultthe Lease beyond the second Extended Term, (c) Tenant commences except as expressly provided in this Lease, Landlord shall have no obligation to cure a default (other than a monetary default) but does not prosecute to completion prior make improvements to the commencement date Premises of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time)any nature whatsoever, or (d) Tenant has defaulted under this shall not be entitled to any abatement of Monthly Base Rent during either Extended Term and (e) Monthly Base Rent during each the Extended Term shall be determined and annually increased in accordance with the provisions of Exhibit B --------- attached hereto. The foregoing right to extend the term of the Lease three (3) is personal to Tenant and may not be assigned, sold, leased or more times and otherwise transferred, voluntarily or involuntarily, by or to any other person or entity except to a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaultsAffiliate in accordance with Article 15 below.
Appears in 1 contract
Samples: Office Lease (Chemdex Corp)
Option to Extend Term. Tenant shall have the option (“Extension Option”) to extend the Term term of this Lease as with respect to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension any one or more of the Term pursuant Buildings, on a Building by Building basis (provided, however, that notwithstanding any other provisions of this Section 2.6, if the Connector Bridge is constructed as contemplated in Section 1.1(a) of this Lease and if Tenant elects to any Extension Option shall be on all exercise this extension option with respect to one but not both of the same terms and conditions Phase I Buildings, then Landlord’s election regarding removal of the Connector Bridge by Landlord at Tenant’s expense, as provided in Section 12.2(c) of this Lease, except shall be exercisable in Landlord’s discretion either at the expiration of this Lease with respect to the Phase I Building for which the extension option was not exercised or at the expiration of this Lease with respect to the Phase I Building for which the extension option was exercised), at the Minimum Rental set forth in Section 3.1(b) and (c) (as follows:
40.1. Tenant shall have applicable) and otherwise upon all the terms and provisions set forth herein with respect to the initial term of this Lease, for up to two (2) consecutive options to extend the Term additional periods of this Lease for five (5) years each on each, the same terms first commencing upon the expiration of the initial term hereof and conditions the second (applicable only to the Building or Buildings as this Leaseto which a first extended term has been duly elected) commencing upon the expiration of such first extended term, if any. Basic Annual Rent Exercise of such option with respect to the first such extended term shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord by written notice of its election to exercise the Extension Option Landlord at least nine (9) months and not more than twelve (12) months prior to the end expiration of the initial term hereof; exercise of such option with respect to the second extended term, if the first extension option has been duly exercised, shall be by like written notice to Landlord at least nine (9) months and not more than twelve (12) months prior to the expiration of the then-current Termfirst extended term hereof. Time If Tenant is in default hereunder on the date of such notice or on the date any extended term is to commence, then the exercise of the option shall be of no force or effect, the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record extended term shall not commence and this Lease shall expire at the end of the deadlines then current term hereof (or at such earlier time as Landlord may elect pursuant to exercise any Extension Optionthe default provisions of this Lease). If Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for properly exercises one or more extension options under this Section, then all references in this paragraph.
40.4. Notwithstanding anything contained Lease (other than in this Article 40Section 2.6) to the “term” of this Lease shall be construed to include the extension term(s) thus elected by Tenant. Except as expressly set forth in this Section 2.6, Tenant shall not have the no right to exercise extend the Extension Option: (a) during any time that Tenant is in Default under any provision term of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of beyond its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such defaultprescribed term.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 1 contract
Option to Extend Term. Tenant shall have the option (“Extension Option”) to extend the Term of this Lease by five (5) years as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension the Option shall be on all the same terms and conditions as this Lease, except as follows:
40.142.1. Base Rent at the commencement of the Option term shall equal the then-current fair market value for comparable office and laboratory space in the East Cambridge submarket of comparable age, quality, level of finish and proximity to amenities and public transit (“FMV”), and shall be further increased on each annual anniversary of the Option term commencement date by three percent (3%). Tenant may, no more than twelve (12) months prior to the date the Term is then scheduled to expire, request Landlord’s estimate of the FMV for the Option term. Landlord shall, within fifteen (15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice shall specify whether Tenant accepts Landlord’s proposed estimate of FMV. If Tenant does not accept the FMV, then the parties shall endeavor to agree upon the FMV, taking into account all relevant factors, including (a) the size of the Premises, (b) the length of the Option term, (c) rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent, tenant improvement allowances and moving allowances, (d) Tenant’s creditworthiness and (e) the quality and location of the Bent Building and the Project. In the event that the parties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, then either party may request that the same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the East Cambridge laboratory/research and development leasing submarket (the “Baseball Arbitrator”) shall be selected and paid for jointly by Landlord and Tenant. If Landlord and Tenant are unable to agree upon the Baseball Arbitrator, then the same shall be designated by the local chapter of the American Arbitration Association or any successor organization thereto (the “AAA”). The Baseball Arbitrator selected by the parties or designated by the AAA shall (y) have at least ten (10) years’ experience in the leasing of laboratory/research and development space in the East Cambridge submarket and (z) not have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) years prior to appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball Arbitrator and to the other party its determination of the FMV. The Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) consecutive options FMV determinations more closely represents the actual FMV. The arbitrator may not select any other FMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Option term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to extend the Term Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease for five (5) years each on specifying the same terms and conditions as this Leaseamount of Base Rent to be paid during the Option term. Basic Annual Rent shall be adjusted on the first (1st) day Any failure of the extension term and each annual anniversary date thereof in accordance with Article 6parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section.
40.242.2. The Extension Option is not assignable separate and apart from this Lease.
40.342.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension the Option after the date provided for in this paragraph.
40.4Section. 42.4. Notwithstanding anything contained in this Article 40to the contrary, Tenant shall not have the right to exercise the Extension Option: :
(a) during any During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in Default default under any provision provisions of this Lease or and continuing until Tenant has cured the Required Leases specified default to Landlord’s reasonable satisfaction; or
(b) At any time after any Default as described in Article 31 of the Lease (provided, however, that, for purposes of this Section 40.4(bSubsection 42.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is awareDefault) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or or
(bc) in In the event that Tenant has defaulted in the performance of its obligations under this Lease three two (32) or more times and a service or late charge has become payable under Section 24.1 31.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension the Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 1 contract
Samples: Lease (Idenix Pharmaceuticals Inc)
Option to Extend Term. Tenant shall have the option (“Extension Option”) to extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for the entire Premises for two (2) additional periods of five (5) years each on (the same terms and conditions as this Lease"Premises Options"). Basic Annual Rent shall be adjusted on the first (1st) day The period of the extension term First Premises Option is referred to herein as the "First Option Term", and each annual anniversary date thereof in accordance with Article 6the period of the second Premises Option is referred to as the "Second Option Term.
40.2". The Extension First Option is not assignable separate Term and apart from this Lease.
40.3the Second Option Term are sometimes hereinafter collectively referred to as the "Option Term". The Extension Tenant shall have no right or interest to exercise any Premises Option is conditional upon unless: (a) Tenant giving gives the Landlord written notice of its election intent to exercise the Extension Premises Option at least twelve no earlier than three hundred thirty (12330) months days prior to the end of the expiration Term, or any prior extension thereof, and no later than two hundred seventy (270) days prior to the end of the then-current Term. Time shall be of , or any prior extension thereof (the essence as to Tenant’s exercise of any "Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(bNotice"), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance There shall be no uncured Event of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to Default on the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay Notice is delivered to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after and on the date Landlord gives notice to Tenant of such default, the Option Term commences; (c) Tenant commences to cure a default or an Affiliate Transferee occupies more than fifty percent (other than a monetary default50%) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion Rentable Area of the Premises; and merely needs additional time), or (d) Tenant has defaulted not filed for or sought protection under any bankruptcy statute. Annual Base Rent during the First Option Term and during the Second Option Term shall be as set forth in Section 4.01(b) of the Lease. Time is of the essence with respect to Tenant's exercise of the Premises Option. Tenant's failure to exactly comply with any of the time or other requirements herein, shall cause the Premises Option to automatically expire and, in such event, this Lease three (3) shall terminate upon the expiration of the Term. The option to extend the Term pursuant hereto for the Option Term shall be personal to Iomega Corporation and shall not be exercisable by or more times for the benefit of any assignee, subtenant or other transferee of Iomega Corporation, except that the Premises Option may be transferred by Iomega Corporation to an Affiliate Transferee in connection with a Transfer of the entire Lease to an Affiliate Transferee and a service or late charge under Section 24.1 has become payable for any may be exercised by such default, whether or not Tenant has cured such defaultsAffiliate Transferee.
Appears in 1 contract
Samples: Lease Agreement (Iomega Corp)
Option to Extend Term. Tenant Provided Lessee at the end of the primary term of this lease not be in default of any term, condition or covenant contained in this lease, Lessee (but not any assignee or subtenant) shall have the right and option to renew this lease, by written notice delivered to Lessor no later than one hundred eighty (“Extension Option”180) to extend the Term of this Lease as days prior to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension expiration of the Term pursuant to any Extension Option shall be on all primary term, for the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have additional term of two (2) consecutive years, under the same terms, conditions, and covenants contained herein, except:
A. Lessee shall have no further renewal options to extend unless granted by Lessor in writing: and
B. The rental for the Term of this Lease for five (5) years each renewal term shall be based on the same terms then prevailing rental rates for properties of equivalent quality, size, utility and conditions as this Lease. Basic Annual Rent shall location, with the length of the lease term, and credit standing of the Lessee herein, to be adjusted taken into account.
C. If Lessor and Lessee have not been able to agree on the first (1st) day of rental for the extension renewal term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days of the exercise of the option, the rent for the renewal terms shall be determined as follows: Within ten (10) days after the date Landlord gives end of the thirty (30) day period, Lessor and Lessee shall endeavor in good faith to agree upon a single appraiser. If Lessor and Lessee are unable to agree upon a single appraiser within said ten (10) days, each party, by written notice to Tenant of such defaultthe other, given within ten (c10) Tenant commences days after said ten (10) day period, appoint one appraiser. Within ten (10) days after the two appraisers are appointed, they shall appoint a third appraiser. If either Lessor or Lessee fails to cure a default (other than a monetary default) but does not prosecute to completion prior to appoint its appraiser within the commencement date prescribed time period the single appraiser appointed shall determine the rental. Each party shall bear the cost of the extended Term (unless Tenant is diligently prosecuting to completion appraiser appointed by it and merely needs additional time), or (d) Tenant has defaulted under this Lease the parties shall share equally the cost of the third appraiser. The rental shall be the average of the two of the three (3) or more times appraisals which are closest in amount and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaultsthe third appraisal shall be disregarded.
Appears in 1 contract
Option to Extend Term. In the event that Tenant is negotiating to renew the Lease, and the Rent Per Square Foot for the first year of the Renewal Period is determined pursuant to Section 35 of the Lease, then Tenant shall have the option (“Extension Option”) to extend the Term notify Subtenant in writing of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for such determination within five (5) years each on business days after the same terms and conditions as this LeaseRent Per Square Foot is determined (the “Renewal Notice”). Basic Annual The Renewal Notice shall also set forth the Rent Per Square Foot. By written notice to Tenant within ten (10) business days after Subtenant receives the Renewal Notice, Subtenant shall be adjusted on irrevocably notify Tenant whether or not Subtenant will extend the first (1st) day Term for the Renewal Period in the event Tenant elects to extend the term of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its Lease for the Renewal Period (it being expressly agreed that Subtenant’s mere election to exercise so extend the Extension Option at least twelve (12) months prior Term for the Renewal Period shall not in and of itself obligate Tenant to extend the end term of the expiration Lease for the Renewal Period). If Subtenant irrevocably notifies Tenant in a timely manner that Subtenant will extend the Term for the Renewal Period, and Tenant in fact elects to extend the term of the then-current Term. Time shall be Lease for the Renewal Period, then so long as Tenant notifies Subtenant in writing of Tenant’s agreement with Landlord to extend the term of the essence as to Tenant’s exercise Lease for the Renewal Period on or before the later of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five forty (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (3040) days after the date Landlord gives notice to on which Tenant of such default, provided Subtenant with the Renewal Notice and (cb) Tenant commences to cure a default the date that is three hundred fifty-five (other than a monetary default355) but does not prosecute to completion prior to days before the commencement date expiration of the Initial Term of the Lease, the Term shall be extended for the Renewal Term on all the terms and conditions set forth in this Sublease (unless Tenant is diligently prosecuting as the Sublease Rent, as hereinafter defined, may be adjusted as set forth in Section 2.1 below to completion and merely needs additional timereflect the “Basic Rent” under the Lease in effect during the Renewal Period), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 1 contract
Samples: Sublease (Educate Inc)
Option to Extend Term. Tenant shall have the one (1) option (“Extension Option”) to extend the Term Lease Team for an additional term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each (“Option Term”) commencing on the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on day after the first Expiration Date provided that Tenant:
(1sta) day is not in default under any of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension terms, covenants, conditions or provisions of this Lease either at the time Tenant exercises the Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve (12) months prior to the end or as of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.Expiration Date;
40.4. Notwithstanding anything contained in this Article 40, Tenant (b) shall not have the right to exercise the Extension Option: assigned its interest under this Lease;
(ac) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice have sublet any portion of such Default but upon Tenantthe Premises without Landlord’s notification to express written consent; and
(d) shall have notified Landlord of Tenant’s intent irrevocable election to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) Option in the event that Tenant has defaulted manner provided in the performance of its obligations under this Lease three Article 30 no later than ninety (390) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately days prior to Expiration Date. Unless all of the date that Tenant intends to exercise an Extension Optionabove conditions precedent have been satisfied, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension OptionOption shall be of no force or effect and the Option shall lapse. If all of the above conditions precedent are satisfied, then the deadline Lease Term shall automatically be extended for Tenant’s exercise the Option Term and all of the Extension terms, conditions and provisions of this Lease shall continue in full force and effect throughout the Option Term, except that the Monthly Rent and annual increases thereto and other amounts to be paid by Tenant during the Option Term shall be equal to the then prevailing rates (as of 90 days prior to the Expiration Date) being paid by other tenants in the Building for new leases and renewals of comparable space, including but not limited to provisions for concessions, inducements, allowances and periodic adjustments, but in no event shall the Monthly Rent for the first year of the Option Term be less than the Monthly Rent in effect during the last year of the Lease Term. If Tenant exercises the Option, Landlord and Tenant shall, on or before the original Expiration Date, prepare and execute an extension agreement acknowledging that Tenant has elected to extend and including a schedule setting forth the Base Year and Monthly Rent to be in effect for the Option Term. The Option shall be extended for five (5) days personal to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant and may exercise an Extension Option shall not be extended assigned or enlarged by reason of Tenant’s inability transferred to exercise such Extension Option because of the provisions of Section 40.4any third party.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 1 contract
Samples: Office Lease (Compumed Inc)
Option to Extend Term. Tenant shall have the option (“Extension Option”) to extend the Term term of this Lease as with respect to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension any one or more of the Term pursuant Buildings, on a Building by Building basis (provided, however, that notwithstanding any other provisions of this Section 2.6, if the Connector Bridge is constructed as contemplated in Section 1.1(a) of this Lease and if Tenant elects to any Extension Option shall be on all exercise this extension option with respect to one but not both of the same terms and conditions Phase I Buildings, then Landlord's election regarding removal of the Connector Bridge by Landlord at Tenant's expense, as provided in Section 12.2(c) of this Lease, except shall be exercisable in Landlord's discretion either at the expiration of this Lease with respect to the Phase I Building for which the extension option was not exercised or at the expiration of this Lease with respect to the Phase I Building for which the extension option was exercised), at the Minimum Rental set forth in Section 3.1(b) and (c) (as follows:
40.1. Tenant shall have applicable) and otherwise upon all the terms and provisions set forth herein with respect to the initial term of this Lease, for up to two (2) consecutive options to extend the Term additional periods of this Lease for five (5) years each on each, the same terms first commencing upon the expiration of the initial term hereof and conditions the second (applicable only to the Building or Buildings as this Leaseto which a first extended term has been duly elected) commencing upon the expiration of such first extended term, if any. Basic Annual Rent Exercise of such option with respect to the first such extended term shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord by written notice of its election to exercise the Extension Option Landlord at least nine (9) months and not more than twelve (12) months prior to the end expiration of the initial term hereof; exercise of such option with respect to the second extended term, if the first extension option has been duly exercised, shall be by like written notice to Landlord at least nine (9) months and not more than twelve (12) months prior to the expiration of the then-current Termfirst extended term hereof. Time If Tenant is in default hereunder on the date of such notice or on the date any extended term is to commence, then the exercise of the option shall be of no force or effect, the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record extended term shall not commence and this Lease shall expire at the end of the deadlines then current term hereof (or at such earlier time as Landlord may elect pursuant to exercise any Extension Optionthe default provisions of this Lease). If Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for properly exercises one or more extension options under this Section, then all references in this paragraph.
40.4. Notwithstanding anything contained Lease (other than in this Article 40Section 2.6) to the "term" of this Lease shall be construed to include the extension term(s) thus elected by Tenant. Except as expressly set forth in this Section 2.6, Tenant shall not have the no right to exercise extend the Extension Option: (a) during any time that Tenant is in Default under any provision term of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of beyond its obligations under this Lease three (prescribed term. 3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 1 contract
Samples: Build to Suit Lease (Tularik Inc)
Option to Extend Term. (a) Landlord hereby grants to Tenant shall have the one (1) option (“Extension Option”) to extend the Term for a period of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each on the same terms and conditions as this Lease. Basic Annual Rent shall years, such option to be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon exercised by Tenant giving Landlord written notice of its election exercise to exercise Landlord in the Extension Option manner provided in this Lease at least twelve one hundred eighty (12180) months days prior to the end of (but not more than two hundred ten (210) days prior to) the expiration of the then-current Term, as it may have been previously extended. Time shall No extension option may be exercised by Tenant if an Event of Default has occurred and is then continuing or any facts or circumstances then exist which, with the giving of notice or the passage of time, or both, would constitute an Event of Default either at the time of exercise of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of option or at the deadlines to exercise any Extension Option. Tenant acknowledges that it time the applicable Term would be inequitable to require Landlord to accept any exercise of any Extension Option after otherwise have expired if the date provided for in this paragraphapplicable option had not been exercised.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in If Tenant exercises its option to extend the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension OptionTerm, whether or not Tenant has cured such defaults. Notwithstanding the foregoingLandlord shall, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives receipt of Tenant's notice of exercise, notify Tenant in writing of Landlord's reasonable determination of the prevailing market rent for the Demised Premises for the extended Term taking into account all relevant factors for space of this type in the Grapevine, Texas area. Tenant shall have thirty (30) days from its receipt of Landlord's notice to notify Landlord in writing that Tenant does not agree with Landlord's determination of the Base Rent and therefore that Tenant elects to retract its option to extend the Term, in which case the Term, as it may have been previously extended, shall expire on its scheduled expiration date and Tenant's option to extend the Term shall be void and of no further force and effect. If Tenant does not notify Landlord of such defaultretraction within thirty (30) days of its receipt of Landlord's notice, Base Rent for the Demised Premises for the applicable extended term shall be the Base Rent set forth in Landlord's notice to Tenant.
(c) Except for the Base Rent, which shall be determined as set forth in subparagraph (b) above, leasing of the Demised Premises by Tenant commences for the applicable extended term shall be subject to cure a default (all of the same terms and conditions set forth in this Lease, including Tenant's obligation to pay Tenant's share of Operating Expenses as provided in this Lease; provided, however, that any improvement allowances, termination rights, rent abatements or other than a monetary default) but does not prosecute to completion prior concessions applicable to the commencement date Demised Premises during the initial Term shall not be applicable during any such extended term, nor shall Tenant have any additional extension options unless expressly provided for in this Lease. Landlord and Tenant shall enter into an amendment to this Lease to evidence Tenant's exercise of its renewal option. If this Lease is guaranteed, it shall be a condition of Landlord's granting the renewal that Tenant deliver to Landlord a reaffirmation of the extended Term (unless Tenant guaranty in which the guarantor acknowledges Tenant's exercise of its renewal option and reaffirms that the guaranty is diligently prosecuting in full force and effect and applies to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaultssaid renewal.
Appears in 1 contract
Samples: Industrial Lease Agreement (Rockwell Medical Technologies Inc)
Option to Extend Term. Tenant shall have is given the option (“Extension Option”) to extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be term on all the same terms and conditions as provisions contained in this Lease, except for the "monthly rental value" (more specifically defined as follows:
40.1. Tenant shall have two (2Base Rent, Project Taxes and Operating Expenses) consecutive options to extend the Term for a period of this Lease for five (5) years each ("Extended Term") following expiration of the initial term, by giving notice of exercise of the option ("Option Notice") to Landlord at least six (6) months but no more than one (1) year before the expiration of the term. Such monthly rental value shall be at ninety-five percent (95 %) of the then current market rate for comparable space in the Mountain View City Centre at the time of the commencement of the Extended Term. Provided that, if Tenant is in default on the same terms and conditions as this Lease. Basic Annual Rent date of giving the Option Notice, the Option Notice shall be adjusted totally ineffective, or if Tenant is in default on the first (1st) day date the Extended Term is to commence, at the option of Landlord, the extension term Extended Term shall not commence and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option Lease shall expire at least twelve (12) months prior to the end of the expiration of the then-current Terminitial term. Time The parties shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after Landlord receives the date Option Notice in which to agree on the monthly rental value during the Extended Term with an additional thirty (30) days upon mutual agreement of Landlord gives notice and Tenant. If the parties agree on the monthly rental value for the Extended Term during that period, they shall immediately execute an amendment to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to this Lease stating the commencement date monthly rental value effective upon the expiration of the extended original lease term. If the parties are unable to agree on the monthly rental value for the Extended Term (unless Tenant is diligently prosecuting to completion within that period, the Option Notice shall be of no effect or force and merely needs additional time), or (d) Tenant has defaulted under this Lease three (shall expire at the end of the initial term. Neither party to this Lease shall have the right to have a court or other third party set the monthly rental value. Tenant shall have no other right to extend the term beyond the initial term. ADDENDUM NO. 3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 1 contract
Samples: Office Lease (QCS Net Corp)
Option to Extend Term. (a) Landlord hereby grants to Tenant shall have the option (“Extension Option”) to extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term for a period of this Lease for five (5) years years, each on the same terms and conditions as this Lease. Basic Annual Rent shall such option to be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon exercised by Tenant giving Landlord written notice of its election exercise to exercise Landlord in the Extension Option manner provided in this Lease at least twelve one hundred eighty (12I 80) months days prior to the end of (but not more than two hundred ten (2 1 0) days prior to) the expiration of the then-current Term, as it may have been previously extended. Time shall No extension option may be exercised by Tenant if an Event of Default has occurred and is then continuing or any facts or circumstances then exist which, with the giving of notice or the passage of time, or both, would constitute an Event of Default either at the time of exercise of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of option or at the deadlines to exercise any Extension Option. Tenant acknowledges that it time the applicable Term would be inequitable to require Landlord to accept any exercise of any Extension Option after otherwise have expired if the date provided for in this paragraphapplicable option had not been exercised.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in If Tenant exercises its options to extend the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension OptionTerm, whether or not Tenant has cured such defaults. Notwithstanding the foregoingLandlord shall, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives receipt of Tenants notice of exercise, notify Tenant in writing of Landlord's reasonable determination of the Base Rent for the Demised Premises, which amount shall be based on (i) ninety-five percent (95%) of the market rate for such space (with respect to the first five (5) year option), and (ii) one hundred percent (100%) of the market rate for such space (with respect to the second five (5) year option). Tenant shall have thirty (30) days from its receipt of Landlord's notice to notify Landlord in writing that Tenant does not agree with Landlord's determination of the Base Rent and that Tenant elects to determine the Prevailing Market Rate (as defined and calculated below). If Tenant does not notify Landlord of such defaultelection within thirty (30) days of its receipt of Landlord's notice, Base Rent for the Demised Premises for the applicable extended term shall be the Base Rent set forth in Landlord's notice to Tenant. The phrase "Prevailing Market Rate" shall mean ninety- five percent (c95%) Tenant commences to cure of the then prevailing market rate for base minimum rental calculated on a default (other than a monetary default) but does not prosecute to completion prior per square foot basis for leases covering buildings comparable to the commencement date Building (as adjusted for any variances between such buildings and t ` he Building) located in the area of Collin County, Texas (hereinafter referred to as the "Market Area"). The Prevailing Market Rate shall be determined by an appraisal procedure as follows: In the event that Tenant notifies Landlord that Tenant disagrees with Landlord's determination of the extended Term market rate and that Tenant elects to determine the Prevailing Market Rate, then Tenant shall specify, in such notice to Landlord, Tenant's selection of a real estate appraiser who shall act on Tenant's behalf in determining the Prevailing Market Rate. Within twenty (unless Tenant is diligently prosecuting 20) days after Landlord's receipt of Tenant's selection of a real estate appraiser, Landlord, by written notice to completion Tenant, shall designate a real estate appraiser, who shall act on Landlord's behalf in the determination of the Prevailing Market Rate. Within twenty (20) days of the selection of Landlord's appraiser, the two (2) appraisers shall render a joint written determination of the Prevailing Market Rate, which determination shall take into consideration any differences between the Building and merely needs additional time)those buildings comparable to the Building located in the Market Area, or including without limitation age, location, setting and type of building. If the two (d2) Tenant has defaulted under this Lease three appraisers are unable to agree upon a joint written determination within said twenty (320) or more times and day period, the two appraisers shall select a service or late charge under Section 24.1 has become payable for any third appraiser within such default, whether or not Tenant has cured such defaults.twenty (20) day
Appears in 1 contract
Option to Extend Term. (a) Landlord hereby grants to Tenant shall have the option (“Extension Option”) to extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term for a period of this Lease for five (5) years each on the same terms and conditions as this Lease. Basic Annual Rent shall time, each option to be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon exercised by Tenant giving Landlord written notice of its election exercise to exercise Landlord in the Extension Option manner provided in this Lease at least twelve one hundred eighty (12180) months days prior to the end of (but not more than two hundred ten (210) days prior to) the expiration of the then-current Term, as it may have been previously extended. Time shall No extension option may be exercised by Tenant if an Event of Default has occurred and is then continuing or any facts or circumstances then exist which, with the giving of notice or the passage of time, or both, would constitute an Event of Default either at the time of exercise of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of option or at the deadlines to exercise any Extension Option. Tenant acknowledges that it time the applicable Term would be inequitable to require Landlord to accept any exercise of any Extension Option after otherwise have expired if the date provided for in this paragraphapplicable option had not been exercised.
40.4. Notwithstanding anything contained in this Article 40(b) If Tenant exercises its first option to extend the Term, then, during the first Extension Term, Tenant shall not have pay to Landlord, in addition to Additional Rent, Annual Base Rent in the right amount of $3.71 per square foot of space then contained in the Demised Premises.
(c) If Tenant exercises its second option to exercise extend the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b)Term, Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Optionshall, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives receipt of Tenant's notice of exercise, notify Tenant in writing of Landlord's reasonable determination of the Base Rent for the Demised Premises during the second Extension Term, which amount shall not be less than the Base Rent for the prior Term (as previously extended), taking into account all relevant factors for space of this type in the Suwanee, Georgia area. Tenant shall have thirty (30) days from its receipt of Landlord's notice to notify Landlord in writing that Tenant does not agree with Landlord's determination of the Base Rent and therefore that Tenant elects to retract its second option to extend the Term, in which case the Term, as it may have been previously extended, shall expire on its scheduled expiration date and Tenant's second option to extend the Term shall be void and of no further force and effect. If Tenant does not notify Landlord of such defaultretraction within thirty (30) days of its receipt of Landlord's notice, Base Rent for the Demised Premises during the second Extension Term shall be the Base Rent set forth in Landlord's notice to Tenant.
(d) Except for the Base Rent, which shall be determined as set forth in subparagraphs (b) and (c) above, leasing of the Demised Premises by Tenant commences for the applicable extended term shall be subject to cure a default (all of the same terms and conditions set forth in this Lease, including Tenant's obligation to pay Tenant's share of Operating Expenses as provided in this Lease; provided, however, that any improvement allowances, rent abatements or other than a monetary default) but does not prosecute to completion prior concessions applicable to the commencement date Demised Premises during the initial Term shall not be applicable during any such extended term, nor shall Tenant have any additional extension options unless expressly provided for in this Lease. Landlord and Tenant shall enter into an amendment to this Lease to evidence Tenant's exercise of its renewal option. If this Lease is guaranteed, it shall be a condition of Landlord's granting the renewal that Tenant deliver to Landlord a reaffirmation of the extended Term (unless Tenant guaranty in which the guarantor acknowledges Tenant's exercise of its renewal option and reaffirms that the guaranty is diligently prosecuting in full force and effect and applies to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaultssaid renewal.
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Samples: Industrial Lease Agreement (Global Directmail Corp)
Option to Extend Term. Tenant shall have the option (“Extension ”Option”) to extend the Term of this Lease by four (4) years as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension the Option shall be on all the same terms and conditions as this Lease, except as follows:
40.142.1. Base Rent at the commencement of the Option term shall equal the then-current fair market value for comparable office and laboratory space in the Xxxxxx Xxxxx submarket of comparable age, quality, level of finish and proximity to amenities and public transit (“FMV”), and shall be further increased on each annual anniversary of the Option term commencement date by three percent (3%). Tenant may, no more than twelve (12) months prior to the date the Term is then scheduled to expire, request Landlord’s estimate of the FMV for the Option term. Landlord shall, within fifteen (15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice shall specify whether Tenant accepts Landlord’s proposed estimate of FMV. If Tenant does not accept the FMV, then the parties shall endeavor to agree upon the FMV, taking into account all relevant factors, including (a) the size of the Premises, (b) the length of the Option term, (c) rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent, tenant improvement allowances and moving allowances, (d) Tenant’s creditworthiness and (e) the quality and location of the Building and the Project. In the event that the parties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, then either party may request that the same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Xxxxxx Xxxxx laboratory/research and development leasing submarket (the “Baseball Arbitrator”) shall be selected and paid for jointly by Landlord and Tenant. If Landlord and Tenant are unable to agree upon the Baseball Arbitrator, then the same shall be designated by the local chapter of the Judicial Arbitration and Mediation Services or any successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the parties or designated by JAMS shall (y) have at least ten (10) years’ experience in the leasing of laboratory/research and development space in the Xxxxxx Xxxxx submarket and (z) not have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) years prior to appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball Arbitrator and to the other party its determination of the FMV. The Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) consecutive options FMV determinations more closely represents the actual FMV. The arbitrator may not select any other FMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Option term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to extend the Term Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease for five (5) years each on specifying the same terms and conditions as this Leaseamount of Base Rent to be paid during the Option term. Basic Annual Rent shall be adjusted on the first (1st) day Any failure of the extension term and each annual anniversary date thereof in accordance with Article 6parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section.
40.242.2. The Extension Option is not assignable separate and apart from this Lease.
40.342.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve eight (12) 8) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension the Option after the date provided for in this paragraph.
40.4Section. 42.4. Notwithstanding anything contained in this Article 40to the contrary, Tenant shall not have the right to exercise the Extension Option: :
(a) during any During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in Default default under any provision provisions of this Lease or and continuing until Tenant has cured the Required Leases specified default to Landlord’s reasonable satisfaction; or
(b) At any time after any Default as described in Article 31 of the Lease (provided, however, that, for purposes of this Section 40.4(b42.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is awareDefault) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or or
(bc) in In the event that Tenant has has, collectively, defaulted in the performance of its obligations any monetary obligation or any material non-monetary obligation under this Lease three two (32) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension the Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
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Option to Extend Term. (a) Landlord hereby grants to Tenant shall have the option (“Extension Option”) to extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term for a period of this Lease for five (5) years each on the same terms and conditions as this Lease. Basic Annual Rent shall time, each option to be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon exercised by Tenant giving Landlord written notice of its election exercise to exercise Landlord in the Extension Option manner provided in this Lease at least twelve one hundred eighty (12180) months days prior to the end of (but not more than two hundred ten (210) days prior to) the expiration of the then-current Term, as it may have been previously extended. Time shall No extension option may be exercised by Tenant if an Event of Default has occurred and is then continuing or any facts or circumstances then exist which, with the giving of notice or the passage of time, or both, would constitute an Event of Default either at the time of exercise of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of option or at the deadlines to exercise any Extension Option. Tenant acknowledges that it time the applicable Term would be inequitable to require Landlord to accept any exercise of any Extension Option after otherwise have expired if the date provided for in this paragraphapplicable option had not been exercised.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in If Tenant exercises its options to extend the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension OptionTerm, whether or not Tenant has cured such defaults. Notwithstanding the foregoingLandlord shall, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives receipt of Tenant's notice of exercise, notify Tenant in writing of Landlord's reasonable determination of the Base Rent for the Demised Premises, which amount shall not be less than Base Rent for the prior Term for the applicable five (5) year option period, taking into account all relevant factors for space of this type in the Lithia Springs, Georgia area. Tenants shall have thirty (30) days from its receipt of Landlord's notice to notify Landlord in writing that Tenant does not agree with Landlord's determination of the Base Rent and therefore that Tenant elects to retract is option to extend the Term, in which case the Term, as it may have been previously extended, shall expire on its scheduled expiration date and Tenant's option to extend the Term shall be void and of no further force and effect. If Tenant does not notify Landlord of such defaultretraction within thirty (30) days of its receipt of Landlord's notice, Base Rent for the Demised Premises for the applicable extended term shall be the Base Rent set forth in Landlord's notice to Tenant.
(c) Except for the Base Rent, which shall be determined as set forth on subparagraph (b) above, leasing of the Demised Premises by Tenant commences for the applicable extended term shall be subject to cure a default (all of the same terms and conditions set forth in this Lease, including Tenant's obligation to pay Tenant's share of Operating Expenses as provided in this Lease; provided, however, that any improvement allowances, rent abatements, or other than a monetary default) but does not prosecute to completion prior concessions applicable to the commencement date of Demised Premises during the extended initial Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for shall not be applicable during any such default, whether or not Tenant has cured such defaultsextended term.
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Option to Extend Term. Tenant shall have the one (1) option (“Extension Option”) to extend the Term of this Lease by five (5) years as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions, provided that Tenant has not assigned or sublet fifty percent (50%) or more of the Premises, except pursuant to an Exempt Transfer, on the date the Option is exercised and on the commencement of the Option term. Any extension of the Term pursuant to any Extension the Option shall be on all the same terms and conditions as this Lease, except as follows:
40.142.1. Base Rent at the commencement of the Option term shall equal the greater of (a) the then-current Base Rent and (b) the then-current fair market value for comparable office and laboratory space in the Boston market of comparable age, quality, level of finish and proximity to amenities and public transit, and containing the systems and improvements present in the Premises as of the date that Tenant gives Landlord written notice of Tenant’s election to exercise the Option (“FMV”), and shall be further increased on each annual anniversary of the Option term commencement date by FMV escalations. Tenant may, no more than twelve (12) months prior to the date the Term is then scheduled to expire, request Landlord’s estimate of the FMV for the Option term. Landlord shall, within fifteen (15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice shall specify whether Tenant accepts Landlord’s proposed estimate of FMV. If Tenant does not accept the FMV, then the parties shall endeavor to agree upon the FMV, taking into account all relevant factors, including (v) the size of the Premises, (w) the length of the Option term, (x) rent in comparable buildings in the relevant market, including concessions offered to new tenants, such as free rent, tenant improvement allowances and moving allowances, (y) Tenant’s creditworthiness and (z) the quality and location of the Building and the Project. In the event that the parties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, then either party may request that the same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Boston laboratory/research and development leasing market (the “Baseball Arbitrator”) shall be selected and paid for jointly by Landlord and Tenant. If Landlord and Tenant are unable to agree upon the Baseball Arbitrator, then the same shall be designated by the local chapter of the Judicial Arbitration and Mediation Services or any successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the parties or designated by JAMS shall (y) have at least ten (10) years’ experience in the leasing of laboratory/research and development space in the Boston market and (z) not have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) years prior to appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball Arbitrator and to the other party its determination of the FMV. The Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) consecutive options FMV determinations more closely represents the actual FMV. The arbitrator may not select any other FMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Option term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to extend the Term Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease for five (5) years each on specifying the same terms and conditions as this Leaseamount of Base Rent to be paid during the Option term. Basic Annual Rent shall be adjusted on the first (1st) day Any failure of the extension term and each annual anniversary date thereof in accordance with Article 6parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section.
40.242.2. The Extension Option is not assignable separate and apart from this Lease.
40.342.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension the Option after the date provided for in this paragraph.
40.4Section. 42.4. Notwithstanding anything contained in this Article 40to the contrary, Tenant shall not have the right to exercise the Extension Option: :
(a) during any During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in Default default under any provision provisions of this Lease or and continuing until Tenant has cured the Required Leases specified default to Landlord’s reasonable satisfaction; or
(b) At any time after any Default as described in Article 31 of the Lease (provided, however, that, for purposes of this Section 40.4(b42.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is awareDefault) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.or
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Option to Extend Term. Tenant Lessee shall have the option (“Extension Option”) to extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term term of this Lease for three (3) additional periods ("Option Term(s)") of five (5) years each by giving written to Lessor ninety (90) days prior to the expirations of the Lease term or preceding Option Term. If Lessee fails to give written notice to Lessor of its exercise of the option to extend ninety (90) days prior to the expiration of the preceding term, then Lessor shall give written notice to Lessee that the Lessee has thirty (30) days to exercise the option to extend, during which period Lessee may by written notice to Lessor exercise its option. All of the terms, covenants, conditions, provisions and agreements applicable to the initial Lease Term shall be applicable to the Option Term, including without limitation, adjustment of the Base Monthly Rent on each anniversary of the same terms and conditions as this Lease. Basic Annual Rent Lease Term Commencement Date occurring during each Option Term, provided, however, that upon the commencement of an Option Term rent shall be adjusted on to “Fair Market Rent” established as follows:
(a) Fair Market Rent to be applied to the first (1st) day beginning year of each Option Term shall mean the prevailing annual fair market rent for tenants of premises comparable to the subject Premises in the general vicinity of the extension term Premises for periods comparable to the Option Term. Lessor and each annual anniversary Lessee shall meet and endeavor in good faith to agree upon the Fair Market Rent for the upcoming Option Period prior to the commencement thereof and if Lessor and Lessee fail to reach agreement by the date thereof in accordance with Article which is six (6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve (12) months prior to the end commencement of the expiration applicable Option Term, then, within twenty (20) days thereafter, each party, at its own cost and by giving notice to the other party, shall appoint a licensed commercial real estate agent with at least seven (7) years full-time experience as a real estate agent active in leasing of commercial properties in the area of the then-current Premises to appraise and set the Fair Market Rent for the Option Term. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining If a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall party does not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise appoint an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time agent within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written the other party has given notice from Landlord of the name of its agent, the single agent appointed shall be the sole agent and shall set the Fair Market Rent for the Option Term. If there are two (2) agents appointed by the parties as stated above, the agents shall meet within ten (10) days after the second agent has been appointed and attempt to Tenant, set Fair Market Rent for the Option Term. If the two (b2) Tenant fails agents are unable to commence to cure a default (other than a monetary default) agree on such Fair Market Rent within thirty (30) days after the date Landlord gives notice second agent has been appointed, they shall, within twenty(20) days after the last day the two (2) agents were to Tenant have set such Fair Market Rent, attempt to select a third agent who shall be a licensed commercial real estate agent meeting the qualifications stated above. If the two (2) agents are unable to agree on the third agent within such twenty (20) day period, Lessor and Lessee shall by mutual agreement select a third agent meeting the qualifications stated in this subsection. Each of the parties shall bear one-half (1/2) of the cost of appointing the third agent and of paying the third agent’s fee. No agent shall be employed by, or otherwise be engaged in business with or affiliated with, Lessor or Lessee, except as an independent contractor.
(b) Within thirty (30) days after the selection of the third agent, a majority of the agents shall set the Fair Market Rent for the Option Term. If a majority of the agents are unable to set such Fair Market Rent within the stipulated period of time, each agent shall make a separate determination of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to Fair Market Rent and the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or appraisals shall be added together and the total shall be divided by three (3). The resulting quotient shall be the Fair Market Rent for the Premises for the Option Term. However, if the low appraisal is more times than ten percent (10%) lower than the middle appraisal, the low appraisal shall be disregarded, and a service or late charge under Section 24.1 has become payable if the high appraisal is more than ten percent (10%) higher than the middle appraisal, the high appraisal shall be disregarded. If only one (1) appraisal is disregarded, the remaining two (2) appraisals shall be added together and their total divided by two (2), and the resulting quotient shall be Fair Market Rent for any such defaultthe Option Term. If both the lowest appraisal and the highest appraisal are disregarded as stated in this Subsection, whether or not Tenant has cured such defaultsthe middle appraisal shall be Fair Market Rent for the Option Term.
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Option to Extend Term. Tenant shall have the option (“Extension Option”) to extend the Term In accordance with paragraph 39 of this Lease as to the entire Premises (lease and no less than the entire Premises) upon the following terms and conditions. Any extension Lessee is in possession of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this LeasePremises, except as follows:
40.1. Tenant Lessee shall have two (2) consecutive five (5) year options to extend the Term term of this Lease lease at a rental rate which shall be ninety-five (95%) percent of the prevailing market rental rate for similar office / industrial space. Lessee must give notice, in writing, to Lessor one hundred eighty (180) days prior to expiration of the original lease term of this lease in order to exercise said option(s). If Lessor and Lessee are not able to reach a written agreement on the rent of this extension within thirty (30) days, of Lxxxxx's exercise of notice then the prevailing "fair market rental rate" shall be determined by appraisers appointed as hereinafter set forth, based on comparable rentals for similar office / industrial space, for non-renewing non- encumbered tenants then charged and collected in North San Diego County taking into account items that professional real estate appraisers customarily consider including location, credit of the tenants of other properties, size, age, design, utility and other relevant factors of other properties in the area as they compare to the subject premises. The option(s) to extend is personal to Lessee and may not be exercised or assigned voluntarily or involuntarily by or to any person or entity other than Lessee, except to an assignee not requiring Lxxxxx's consent as provided in the section above. The option(s) hereby granted to Lxxxxx is not assignable separate and apart from this lease, as provided in paragraph 39 above. The rent thereafter shall be adjusted in accordance with paragraph 39.6 of the lease (Cost of Living Adjustment [for options]). Any required appraisal in regard to "fair market rental value" shall be made as follows: If Lessor and Lessee are unable to come to written agreement in regard to the rent for each option period within thirty (30) days of the exercised date, then Lessor and Lessee shall each appoint in writing an independent qualified real estate appraiser, who shall be a member of the American Institute of Real Estate Appraisers or equivalent, with at least five (5) years each on experience appraising industrial property. Each of these two (2) appraisers shall prepare a written determination of Fair Market Rental Value within thirty (30) days. If the same terms and conditions as this Lease. Basic Annual Rent two (2) appraisals are within five (5%) percent, with respect to the annual base rent then the average shall be adjusted on calculated and the value thus determined shall conclusively be deemed to be the fair market rental value of the leased premises for the purposes of this paragraph and shall accrue from the first (1st) day of the extension extended term thereof. However, if the two (2) appraisals are not within (5%) percent then upon mutual agreement, Lessor and Lessee shall instruct each annual anniversary date thereof in accordance of their appraisers to appoint a third appraiser with Article 6.
40.2qualifications as outlined above within ten (10) days. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice Such independent third appraiser shall have twenty (20) days to make his own determination of its election "fair market rental value" which shall then conclusively be deemed to exercise be the Extension Option at least twelve (12) months prior to the end "fair market rental value" of the expiration of lease premises for the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(bparagraph and shall accrue from the first (1st) day of the extended term hereof. Each party shall pay for the cost of its appointed appraiser and one-half (1/2) of the of the third (3rd) appraiser. If either Lxxxxx and Lxxxxx fails to appoint an appraiser, then the appraiser appointed by the party appointing an appraiser shall make the required appraisal acting alone and the decision of such appraiser as to "fair market rental value" of the premises shall be conclusive and binding upon Lessor and Lessee. In no event shall, delay in the determination of the "fair market ----------------------------------------------------------------------------- ADDENDUM TO AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL / COMMERCIAL SINGLE-TENANT LEASE - NET DATED DECEMBER 19, 1998 BY AND BETWEEN MITSUI FUDOSAN (USA), Landlord shall not be required INC., A CALIFORNIA CORPORATION, AS LESSOR, AND PACIFIC RESEARCH AND ENGINEERING CORPORATION, A CALIFORNIA CORPORATION, AS LESSEE =============================================================================== value" of the premises effect Lxxxxx's obligation to provide Tenant with notice pay the amount of such Default but upon Tenant’s notification to Landlord rent as is then in force, or the amount of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Defaultincrease, if such Default is susceptible any, immediately upon receipt of notification of same. Lessee shall have the option to being cured; or (b) in the event that Tenant has defaulted in the performance of withdraw its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for option to extend within five (5) days after final determination of fair market value by written notice to provide Tenant Lessor, in which event the opportunity to cure such default.
40.5. Except as provided in Section 40.4, Lease shall expire at the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because end of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions current term and Lxxxxx shall reimburse Lessor for its share of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, appraisals (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional timeif any), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 1 contract
Samples: Long Term Lease (Pacific Research & Engineering Corp)
Option to Extend Term. Tenant shall Provided that Lessee is not in default under any provision of this Lease, Lessee will have the option following options (each, an “Extension Option”) to extend request the Term extension of the term of this Lease as to Lease, and upon the entire Premises written consent of the Lessor in accordance with clause (and no less than e) below, the entire Premises) term will be so extended, upon the following terms and conditions. Any :
(a) Lessee will have four (4) options to request the extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term term of this Lease for a period of five (5) years each on (the “Extended Terms,” each an “Extended Term,” and, together with the Initial Term, the “Lease Term”).
(b) In the event Lessee elects to exercise the Option under Section 3(a) and the Lessor elects to consent to the extension requested thereby under Section 3(e), the Lease of the UNH Premises during any of the Extended Terms shall be governed by the same terms and conditions as contained in this Lease. Basic Annual Rent shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. (c) The Extension Option is Options are not assignable separate and apart from this Lease.
40.3. The Extension (d) Each Option is for Lessee to extend the Lease for all (and not less than all) of the UNH Premises.
(e) The Options are conditional upon Tenant Lessee giving Landlord Lessor written notice of its election to exercise the Extension Option at least eighteen (18) months prior to the end of the Initial Term or the then current Extended Term of this Lease, and Lessor providing its written consent to the extension requested thereby no less than twelve (12) months prior to the end of the expiration Initial Term or the then current Extended Term of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraphLease.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall (f) Lessee will not have the right to exercise an Option, notwithstanding anything set forth above to the Extension Option: (a) during contrary, at any time that Tenant is in Default under after any provision event of this Lease default or defaults of the Required Leases Lessee hereunder (provided, however, that, for purposes without any necessity of this Section 40.4(b), Landlord shall not be required Lessor to provide Tenant with give notice of such Default but upon Tenant’s notification default to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such defaultLessee).
40.5. Except as provided in Section 40.4, the (g) The period of time within which Tenant an Option may exercise an Extension Option shall be exercised will not be extended or enlarged by reason of Tenantthe Lessee’s inability to exercise such Extension the Option because of the foregoing provisions of Section 40.4Subparagraph (f).
40.6. (h) All rights of Tenant’s rights Lessee under the provisions of the Extension Option shall Options will terminate and be of no further force or effect even after TenantXxxxxx’s due and timely exercise of the Extension Option an Option, and any consent provided by Lessor shall be deemed revoked, if, after such exercise, but prior to the commencement date of the new term, (ai) Tenant Lessee fails to pay to Landlord a monetary obligation of Tenant Lessee hereunder for a period of twenty ten (2010) days after written notice from Landlord to Tenant, notice; or (bii) Tenant Lessee fails to commence to and thereafter diligently pursue cure a of default (other than a monetary default) within thirty (30) days after the date Landlord Lessor or the City gives notice to Tenant Lessee of such default, .
(ci) Tenant commences In the event Lessee exercises an Option in accordance with the requirements of clauses (a) through (h) above and Lessor fails to cure a default (other than a monetary default) but does not prosecute to completion prior provide written consent to the commencement date extension requested thereby in accordance with clause (e) above, Lessor shall pay to Lessee, on the last day of the extended Initial Term or the then current Extended Term, the then following unamortized costs (unless Tenant is diligently prosecuting the “Unamortized Costs”) consisting of (A) the unamortized costs of any Improvements (as defined in Section 4(g) below) made by Lessee, based on the designated useful lives of such Improvements set forth in Exhibit C, assuming amortization over thirty (30) years and (B) the unamortized costs of amounts paid to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable the City by Lessee for any such default, whether or not Tenant has cured such defaultscertain construction costs of the mezzanine of the Premises in the total amount of $329,681.
Appears in 1 contract
Samples: Lease
Option to Extend Term. Tenant shall have the option (“Extension Option”) to extend the Term of this Lease by five (5) years as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension the Option shall be on all the same terms and conditions as this Lease, except as follows:
40.142.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each on the same terms and conditions as this Lease. Basic Annual Base Rent shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve (12) months prior an amount equal to the end greater of (a) fair market value (“FMV”) and (b) 103% of Base Rent at the expiration of the then-current Term. Time , subject to an annual upward adjustment in accordance with the CPI, provided that each annual adjustment shall be no less than 2% and no more than 6% of the essence then-current Base Rent. "CPI” means the West Urban Regional Consumer Price Index, for all urban consumers (CPI-U) for all items other than food and energy, not seasonably adjusted, as to Tenant’s exercise published by the United States Department of any Extension Option. Tenant assumes full responsibility for maintaining a record Labor, Bureau of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: Labor Statistics (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (“BLS”); provided, however, thatthat if said Consumer Price Index shall cease to exist or is changed, then the terms “CPI” or “Consumer Price Index” shall mean such successor index as is designated for purposes such purpose by the BLS, and if not so designated then such other replacement index as is in the public domain and readily accessible to the general public as Landlord reasonably selects to measure change in purchasing power. If Landlord and Tenant cannot agree on the FMV within ninety (90) days prior to the end of this Section 40.4(bthe then-current Term, then no later than twenty (20) days thereafter (the “Submission Period”), Landlord and Tenant shall not each furnish to the other a notice in writing (an “FMV Notice”) stating such party’s estimate of the FMV. Such notices shall be required to provide Tenant accompanied by a statement from a qualified, licensed real estate appraiser with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is awareat least ten (10) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) years’ experience in the event that Tenant has defaulted in the performance Alameda County area (an “Appraiser”) stating such Appraiser’s opinion of FMV. If only one (1) party’s Appraiser timely submits its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each opinion of FMV, such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option FMV shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5binding on Landlord and Tenant. Except as provided in Section 40.4If, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice expiration of the Submission Period, Landlord and Tenant still cannot agree on the FMV, the two (2) Appraisers shall appoint a third qualified, licensed real estate appraiser (the “Referee”) within seven (7) days. If the Appraisers are unable to agree upon the selection of the Referee, then the Referee shall be selected within ten (10) days thereafter from Landlord the Northern California panel of qualified Real Estate Industry Arbitrators of the American Arbitrator Association (the “Association”) pursuant to Tenantthe Real Estate Industry Arbitration rules of the Association. The Referee shall, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after appointment, render the date Referee’s decision as to the FMV, which opinion shall be strictly limited to choosing one of the two determinations made by the Appraisers. The decision by the Referee shall be binding upon Landlord gives notice and Tenant, and each shall pay for its own appraisal. The cost of the Referee shall be shared equally by Landlord and Tenant. In determining FMV, Landlord, Tenant and, if applicable, the Appraisers and Referee shall each take into account all relevant factors, including, without limitation, (a) the size of the Premises and length of the Option Term, (b) rent in comparable buildings in the relevant competitive market, including concessions offered to Tenant of new tenants, such defaultas free rent, tenant improvement allowances, and moving allowances, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion Tenant’s creditworthiness and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times the quality and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaultslocation of the Building and the Project.
Appears in 1 contract
Samples: Lease Agreement (Bionovo Inc)
Option to Extend Term. Tenant shall have the option (“Extension Option”) to extend the Term term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except at the minimum rental set forth in Section 3.1(b) and (c) (as follows:
40.1. Tenant shall have applicable) and otherwise upon all the terms and provisions set forth herein with respect to the initial term of this Lease, for up to two (2) consecutive options to extend the Term additional periods of this Lease for five (5) years each on each, the same terms first commencing upon the expiration of the initial term hereof and conditions as this Leasethe second commencing upon the expiration of the first extended term, if any. Basic Annual Rent Exercise of such option with respect to the first such extended term shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord by written notice of its election to exercise the Extension Option Landlord at least nine (9) months and not more than twelve (12) months prior to the end expiration of the initial term hereof; exercise of such option with respect to the second extended term, if the first extension option has been duly exercised, shall be by like written notice to Landlord at least nine (9) months and not more than twelve (12) months prior to the expiration of the then-current Termfirst extended term hereof. Time If Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date of such notice or on the date any extended term is to commence, then the exercise of the option shall be of no force or effect, the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record extended term shall not commence and this Lease shall expire at the end of the deadlines then current term hereof (or at such earlier time as Landlord may elect pursuant to exercise any Extension Optionthe default provisions of this Lease). If Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for properly exercises one or more extension options under this Section, then all references in this paragraph.
40.4. Notwithstanding anything contained Lease (other than in this Article 40Section 2.6) to the "term" of this Lease shall be construed to include the extension term(s) thus elected by Tenant. Except as expressly set forth in this Section 2.6, Tenant shall not have the no right to exercise extend the Extension Option: (a) during any time that Tenant is in Default under any provision term of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of beyond its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaultsprescribed term. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5[***] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.3 RENTAL
Appears in 1 contract
Option to Extend Term. A. Subject to the provisions of Article 45B below and provided this Lease Agreement or Tenant’s right of possession hereunder has not been earlier terminated, Tenant shall have the option right to extend the Term of the Lease Agreement as to all, but not less than all, of the Premises then being leased hereunder, for two periods of one (1) years beginning immediately following the end of the initial Term (the “Extension OptionExtended Term”) subject to the following terms and conditions:
(i) Tenant shall give written notice to Landlord of the exercise of Tenant’s right to extend the Term of this Lease Agreement no later than nine (9) months prior to the commencement of the Extended Term, time being of the essence (the “Renewal Notice”). If no such Renewal Notice is timely given, this Lease Agreement shall terminate as of the end of the initial Term;
(ii) Tenant shall not be in default under this Lease Agreement beyond the passage of any applicable period of cure, grace or notice at the time of giving the Renewal Notice or at any time thereafter to and including the commencement of the Extended Term; and
(iii) The extension of the Term hereunder for the Extended Term shall be on the same terms and conditions as are applicable to the initial Term; provided, however, (i) Tenant shall have no further right to extend the Term of this Lease Agreement, (ii) and (ii) the Base Rent payable by Tenant to Landlord in monthly installments during the Extended Term shall be as follows: May1, 2021 to April 30, 2022 $ 12.23 $ 16,625.67 May1, 2022 to April 30, 2023 $ 12.52 $ 17,019.89
B. It is acknowledged and agreed by the parties that the right of Tenant (hereafter the “Original Tenant”) to extend the Term of this Lease as Agreement under Article 45A above is personal to the entire Premises (Original Tenant. and no less than the entire Premises) upon the following terms and conditions. Any extension should said Original Tenant either assign this Lease Agreement or sublet all or any part of the Term pursuant Premises to any Extension Option person or entity other than to an Affiliate of said Original Tenant, Article 45A above shall be on all the same terms automatically become null and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each on the same terms void and conditions as this Lease. Basic Annual Rent shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaultseffect.
Appears in 1 contract
Samples: Commercial Lease (Celcuity Inc.)
Option to Extend Term. Landlord hereby grants to Tenant shall have the option two (“2) options (each a "Extension Option”" and collectively, the "Extension Options") to extend the Initial Lease Term for an additional period of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each on (each an "Extension Term" and collectively, "Extension Terms") provided that the same terms following conditions (each an "Extension Condition" and conditions as this Lease. Basic Annual Rent collectively, the "Extension Conditions") are satisfied:
(a) a monetary or material non-monetary Event of Default shall be adjusted on not exist either at the first (1st) day time Tenant exercises an Extension Option or upon commencement of the extension term applicable Extension Term; (b) Tenant may exercise each Extension Option with respect to all of the Premises or that portion of the Premises comprised of the Second Floor Premises, the Third Floor Premises and each annual anniversary date thereof the Fourth Floor Premises; and (c) the original named tenant under this Lease ("Original Tenant") or its Permitted Assignee (as defined in accordance with Article 6.
40.2. The Section 17.9.1 below) occupies the portion of the Premises for which an Extension Option is not assignable separate and apart from this Lease.
40.3. The exercised at the time Tenant exercises an Extension Option is conditional or at any time thereafter prior to or upon Tenant giving commencement of the applicable Extension Term. Landlord written notice may, at Landlord's option, exercised in Landlord's sole and absolute discretion, waive any of its election to exercise the Extension Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for Conditions in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise which case the Extension Option, if otherwise properly exercised by Tenant, shall remain in full force and effect. If an Extension Condition is not satisfied, Landlord shall promptly provide have, in addition to all of Landlord's other rights and remedies provided in this Lease, the right to terminate the applicable Extension Option and to unilaterally void Tenant's exercise of the applicable Extension Option, in which event this Lease shall expire on the then current Expiration Date, unless sooner terminated pursuant to the terms hereof, and Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations shall have no further rights under this Lease three (3) to renew or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during extend the twelve (12)-month period immediately prior to the date that Lease Term. Tenant intends to may exercise an either Extension Option, Option whether or not Tenant has cured such defaultsexercised its Contraction Option pursuant to Section 3.3 below. Notwithstanding the foregoing, The second Extension Option may be exercised only if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the first Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such defaulthas been duly exercised.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 1 contract
Option to Extend Term. Provided that: (i) Landlord has not given Tenant notice of a default more than two (2) times in the twenty-four (24) months immediately preceding the Expiration Date, (ii) there then exists no uncured default by Tenant under the Lease following applicable notice and cure periods, (iii) Tenant has not previously assigned this Lease or sublet all of the Premises (except for a Permitted Transfer), and (iv) Tenant remains creditworthy, as determined by Landlord in Landlord's reasonable discretion, Tenant shall have the right and option (“each an "Extension Option”" and collectively the "Extension Options") to extend the Term for up to two (2) additional periods of five (5) years each, exercisable in the following manner. If Tenant is desirous of exercising an Extension Option under this Article 39, Tenant shall give Landlord written notice not less than twelve (12) months in advance of the then scheduled Expiration Date of Tenant's intention to extend the Term ("Tenant's Extension Notice"), it being agreed that time is of the essence and that the Extension Option is personal to Tenant and is non-transferable to any transferee or other party other than through a Permitted Transfer. Tenant's notice must include a Letter of Credit meeting the requirements of this Lease as to which has an expiration date not earlier than 90 days following the entire Premises (extended Expiration Date and no less than shall be irrevocable. Promptly after receipt of Tenant's Extension Notice, Landlord and Tenant shall negotiate the entire Premises) upon rent for the following terms and conditionsExtension Option in good faith. Any extension of the Term pursuant to any The Extension Option shall be on all under the same terms and conditions as provided in this Lease, Lease except as follows:
40.1. Tenant (a) each Extension Option period shall have two (2) consecutive options to extend begin on the Expiration Date of the immediately preceding Term of this Lease for and thereafter the Expiration Date shall be five (5) years each on from such date;
(b) all references to the same terms and conditions as Term in this Lease. Basic Annual Rent Lease shall be adjusted on deemed to mean the first Term as extended pursuant to this Article;
(1stc) day after the exercise of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The second Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time provided herein, there shall be of no further options to extend; and
(d) the essence as to Tenant’s exercise of any Extension Option. Fixed Rent payable by Tenant assumes full responsibility for maintaining a record of during the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise Term of any Extension Option after shall be the date provided for then market rate as reasonably determined by Landlord and Tenant negotiating in this paragraph.
40.4good faith. Notwithstanding anything contained In the event the parties cannot agree as to the then market rate, the parties shall agree on the appointment of a real estate appraiser (the "Appraiser") having the M.A.I. designation, the cost of which shall be shared equally by Landlord and Tenant, which Appraiser shall be knowledgeable of commercial market rents in this Article 40the Xxxxxxx County, Pennsylvania market rental area, who shall make a fair market rental determination. The fair market rental determination will not take into account the improvements made by Tenant shall not have in the right to exercise Premises and will take into account the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults extent to which Landlord the Fixed Rent is aware) subject to an annual adjustment during the applicable Extension Option periods and continuing until Tenant cures rent concessions in the market (free rent, tenant improvement allowances, base year and any such Default, if such Default is susceptible to being cured; or (b) in other concessions). In the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or parties cannot Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) agree within thirty (30) days after on the date Landlord gives notice appointment of the Appraiser, then the matter shall be submitted to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior binding arbitration pursuant to the commencement date rules for commercial arbitration of the extended Term (unless Tenant is diligently prosecuting to completion American Arbitration Association, at the equal administrative cost of Landlord and merely needs additional time)Tenant. The decision of the Appraiser, or arbitrator, shall be binding on the parties. Notwithstanding anything to the contrary set forth above, in the event that Tenant occupies the entire Building, Tenant may exercise its first Extension Option for either two (d2) Tenant has defaulted under this Lease entire floors or three (3) or more times and a service or late charge entire floors within the Building. If Tenant exercises the option for two (2) floors, the floors must be contiguous. In the event that Tenant elects to exercise the first Extension Option for only two (2) floors in the Building, Tenant's option to exercise the second Extension Option shall be available only for the two (2) floors renewed under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaultsthe firs Extension Option.
Appears in 1 contract
Option to Extend Term. Tenant shall have the option (“Extension Option”) to extend the Term In accordance with paragraph 39 of this Lease as to the entire Premises (lease and no less than the entire Premises) upon the following terms and conditions. Any extension Lessee is in possession of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this LeasePremises, except as follows:
40.1. Tenant Lessee shall have two (2) consecutive five (5) year options to extend the Term term of this Lease lease at a rental rate which shall be ninety-five (95%) percent of the prevailing market rental rate for similar office / industrial space. Lessee must give notice, in writing, to Lessor one hundred eighty (180) days prior to expiration of the original lease term of this lease in order to exercise said option(s). If Lessor and Lessee are not able to reach a written agreement on the rent of this extension within thirty (30) days, of Xxxxxx's exercise of notice then the prevailing "fair market rental rate" shall be determined by appraisers appointed as hereinafter set forth, based on comparable rentals for similar office / industrial space, for non-renewing non- encumbered tenants then charged and collected in North San Diego County taking into account items that professional real estate appraisers customarily consider including location, credit of the tenants of other properties, size, age, design, utility and other relevant factors of other properties in the area as they compare to the subject premises. The option(s) to extend is personal to Lessee and may not be exercised or assigned voluntarily or involuntarily by or to any person or entity other than Lessee, except to an assignee not requiring Xxxxxx's consent as provided in the section above. The option(s) hereby granted to Xxxxxx is not assignable separate and apart from this lease, as provided in paragraph 39 above. The rent thereafter shall be adjusted in accordance with paragraph 39.6 of the lease (Cost of Living Adjustment [for options]). Any required appraisal in regard to "fair market rental value" shall be made as follows: If Lessor and Lessee are unable to come to written agreement in regard to the rent for each option period within thirty (30) days of the exercised date, then Lessor and Lessee shall each appoint in writing an independent qualified real estate appraiser, who shall be a member of the American Institute of Real Estate Appraisers or equivalent, with at least five (5) years each on experience appraising industrial property. Each of these two (2) appraisers shall prepare a written determination of Fair Market Rental Value within thirty (30) days. If the same terms and conditions as this Lease. Basic Annual Rent two (2) appraisals are within five (5%) percent, with respect to the annual base rent then the average shall be adjusted on calculated and the value thus determined shall conclusively be deemed to be the fair market rental value of the leased premises for the purposes of this paragraph and shall accrue from the first (1st) day of the extension extended term thereof. However, if the two (2) appraisals are not within (5%) percent then upon mutual agreement, Lessor and Lessee shall instruct each annual anniversary date thereof in accordance of their appraisers to appoint a third appraiser with Article 6.
40.2qualifications as outlined above within ten (10) days. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice Such independent third appraiser shall have twenty (20) days to make his own determination of its election "fair market rental value" which shall then conclusively be deemed to exercise be the Extension Option at least twelve (12) months prior to the end "fair market rental value" of the expiration of lease premises for the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(bparagraph and shall accrue from the first (1st) day of the extended term hereof. Each party shall pay for the cost of its appointed appraiser and one-half (1/2) of the of the third (3rd) appraiser. If either Xxxxxx and Xxxxxx fails to appoint an appraiser, then the appraiser appointed by the party appointing an appraiser shall make the required appraisal acting alone and the decision of such appraiser as to "fair market rental value" of the premises shall be conclusive and binding upon Lessor and Lessee. In no event shall, delay in the determination of the "fair market ----------------------------------------------------------------------------- ADDENDUM TO AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL / COMMERCIAL SINGLE-TENANT LEASE - NET DATED DECEMBER 19, 1998 BY AND BETWEEN MITSUI FUDOSAN (USA), Landlord shall not be required INC., A CALIFORNIA CORPORATION, AS LESSOR, AND PACIFIC RESEARCH AND ENGINEERING CORPORATION, A CALIFORNIA CORPORATION, AS LESSEE =============================================================================== value" of the premises effect Xxxxxx's obligation to provide Tenant with notice pay the amount of such Default but upon Tenant’s notification to Landlord rent as is then in force, or the amount of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Defaultincrease, if such Default is susceptible any, immediately upon receipt of notification of same. Lessee shall have the option to being cured; or (b) in the event that Tenant has defaulted in the performance of withdraw its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for option to extend within five (5) days after final determination of fair market value by written notice to provide Tenant Lessor, in which event the opportunity to cure such default.
40.5. Except as provided in Section 40.4, Lease shall expire at the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because end of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions current term and Xxxxxx shall reimburse Lessor for its share of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, appraisals (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional timeif any), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 1 contract
Samples: Long Term Lease (Pacific Research & Engineering Corp)
Option to Extend Term. Tenant shall have the option (“Extension Option”) to extend the then Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on for all the same then Premises only for the Extension Period on the terms and conditions as of this Lease, Section 4.1. Tenant may exercise an option under this Section 4.1 only if: (i) Tenant has notified Landlord in writing of its exercise of such option no earlier than eighteen (18) months (except as follows:
40.1. Tenant shall have two provided in Section 4.4) prior to and no later than nine (2) consecutive options to extend the Term of this Lease for five (5) years each on the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve (129) months prior to the end then current Expiration Date, time being of the expiration essence, (ii) at the time of the then-current Term. Time exercise of such option no uncured Event of Default then exists and (iii) the Tenant named herein or its Permitted Transferees shall then be in occupancy of the essence as to entire Premises. Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance Notice of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended deemed irrevocable once delivered to Landlord. At Landlord’s option, Xxxxxx’s exercise of a right to extend the term shall be null and void if an uncured Event of Default exists on the commencement of the Extension Period. Each Extension Period shall be on all the then applicable terms, covenants, and conditions of this Lease except that: (i) Monthly Base Rent shall be as provided below, (ii) except for any Lease Concessions Landlord agrees to provide, Landlord shall have no obligation to perform any work or make any contribution to work to prepare the Premises for Tenant’s use during the Extension Period, (iii) the Expiration Date shall be the last day of the Extension Period and (iv) after the Extension Period, Tenant shall have no further right to extend the Term. During the thirty (30) day period after Tenant exercises its right to extend the Term for an Extension Period (such period, the “Negotiation Period”) the parties shall attempt in good faith to agree upon the Market Rent and Lease Concessions for such Extension Period. If the parties are unable to agree upon the Market Rent and Lease Concessions during the Negotiation Period, then the Market Rent shall be determined pursuant to Section 4.3 and within five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4Business Days after said Negotiation Period, the period of time within which Tenant may exercise an Extension Option Landlord shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice give Notice to Tenant of such defaultthe Lease Concessions, if any, to be provided by Landlord for the Extension Period. The Monthly Base Rent payable by Tenant for the Extension Period shall be one-twelfth (c1/12) of the product of (i) the RSF of the Premises and (ii) the Market Rent determined by the parties or pursuant to Section 4.3. After determination of the Market Rent, Landlord and Tenant commences shall promptly execute and exchange an appropriate amendment to cure a default (other than a monetary default) but does not prosecute to completion prior this Lease, reasonably satisfactory to the commencement date parties and confirming the terms, conditions and provisions applicable to the Premises during the Extension Period, but neither Landlord’s nor Tenant’s failure to execute such amendment shall relieve Tenant of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted its obligations under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaultsduring the Extension Period.
Appears in 1 contract
Samples: Office Lease (Sezzle Inc.)
Option to Extend Term. Tenant shall have the option The Port hereby grants to Lessee three (“Extension Option”3) five-year options to extend the Term rent all of this Lease as to the entire Premises (its leased property at Fair Market Rental Value, commencing February 1, 2015, upon each and no less than the entire Premises) upon all of the following terms and conditions:
(i) Lessee must lease approximately 100,000 square feet parcel immediately adjacent to the northeast of Building No. Any extension L-815 hereinafter referred to as Parcel A (as shown on Exhibit "A" to the Main Building Lease of even date herewith during the Term pursuant to any Extension Option shall be on all first four (4) years from the same terms and conditions effective date (as set forth in Section 2.1) of this Lease, except as follows:.
40.1. Tenant shall have (ii) Lessee must commence and complete within two (2) consecutive options to extend years from the Term effective date of this Lease (as set forth in Section 2.1) the acquisition of all necessary permits for five the construction of a 60,000 square foot shop/warehouse building on Parcel A.
(5iii) Lessee must commence and complete within four (4) years each from the effective date of this Lease (as set forth in Section 2.1) construction of a 60,000 square foot shop/warehouse building on the same terms Parcel A at a minimum cost of Two million and conditions as this Lease. Basic Annual Rent shall be adjusted on the first no/100 (1st$2,000,000.00) day of the extension term and each annual anniversary date thereof in accordance with Article 6to Lessee.
40.2. The Extension Option is not assignable separate (iv) Lessee gives to the Port and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord the Port receives written notice of its election the exercise of the option to exercise the Extension Option at least twelve (12) extend this Lease for said additional term no earlier than 12 months and no later than 6 months prior to the end time that the option period would commence if the option were exercised. If said notification of the expiration exercise of the then-current Term. Time option is not so given and received, this option shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraphautomatically expire.
40.4. Notwithstanding anything contained in this Article 40, Tenant (v) Lessee shall not have the no right to exercise the Extension Option: (a) during any time that Tenant is in Default under option, notwithstanding any provision of this Lease or to the Required Leases contrary, (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required a) during the time commencing from the date the Port gives to provide Tenant with Lessee a notice of such Default but upon Tenant’s notification default pursuant to Landlord of Tenant’s intent to exercise this Lease and continuing until the Extension Option, Landlord shall promptly provide Tenant with written default alleged in said notice of such Defaults default is cured, or (b) during the time commencing on the day after a monetary obligation to which Landlord the Port is awaredue from Lessee and unpaid (without any necessity for notice thereof to Lessee) and continuing until Tenant cures any such Default, if such Default the obligation is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaultspaid. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the The period of time within which Tenant Lessee may exercise an Extension Option the option shall not be extended or enlarged by reason of Tenant’s Lessee's inability to exercise such Extension Option because of the provisions of Section 40.4foregoing provisions.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 1 contract
Samples: Lease (First Aviation Services Inc)
Option to Extend Term. Landlord hereby grants Tenant shall have the option (“Extension Option”) right to extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five one (5I) additional period of three (3) years each (such extended period is hereinafter referred to as the “Extended Term”) on the same terms and conditions as this contained in the Lease. Basic Annual , except that (i) Base Rent for an Extended Term shall be adjusted on as set forth hereinbelow, (ii) no additional options to extend shall apply following the first expiration of applicable Extended Term (1stother than as expressly set forth above), and (iii) day of Landlord shall have no obligation to make any improvements to the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2Premises or contribute any amounts therefor. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written Written notice of Tenant’s exercise of its election option to exercise extend (“Option to Extend”) the Extension Option at least twelve Tem1 of this Lease for the Extended Term must be given to Landlord no less than six (126) months prior to the end date the Term of the expiration of the then-current TermLease would otherwise expire. Time shall be of the essence as to Tenant’s exercise of any Extension Option. If Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for is in default under this paragraph.
40.4. Notwithstanding anything contained in this Article 40Lease, Tenant shall not have no Option to Extend the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision Term of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before within the deadline cure period set forth in this Lease for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, if any; provided, that the period of time within which Tenant said Option to Extend may exercise an Extension Option be exercised shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension said Option to Extend because of a default. In the provisions event Tenant validly exercises its Option to Extend the Term of Section 40.4.
40.6. All this Lease as herein provided, Base Rent shall be adjusted as of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, Extended Term as follows (but in no event shall it be less than the Base Rent for the month immediately prior to the commencement of the Extended Term):
(a) Not later than six (6) months prior to the commencement of an Extended Term, Landlord shall provide Tenant fails to pay with Landlord’s determination of the fair market Base Rent for such Extended Term, including periodic increases as dictated by the current market (“Landlord’s Determination of Base Rent for Extended Term”). Tenant shall provide notice to Landlord a monetary obligation of Tenant for a period of twenty within ten (2010) days after written receipt of such notice from Landlord as to Tenantwhether Tenant accepts Landlord’s Determination of Base Rent for Extended Term. In the event Tenant does not agree to Landlord’s Determination of Base Rent for Extended Term, Landlord and Tenant shall attempt to agree upon Base Rent for the Premises for the Extended Term, such rent to be the fair market Base Rent installment of rent for the Premises for the Extended Term, as defined in Subsection (bc) Tenant fails below. If the parties are unable to commence agree upon the Base Rent for the Extended Term by the date three (3) months prior to cure the commencement of the Extended Term, then within ten (10) days thereafter each party, at its own cost and by giving notice to the other party, shall appoint a default real estate appraiser with at least five (5) years full-time commercial real estate appraisal experience in the area in which the Premises are located to appraise and set Base Rent for the Extended Term. If a party does not appoint an appraiser within ten ( I 0) days after the other than a monetary defaultparty has given notice of the name of its appraiser, the single appraiser appointed shall be the sole appraiser and shall set Base Rent for the Extended Term. If each party shall have so appointed an appraiser, the two (2) appraisers shall meet promptly and attempt to set the Base Rent for the Extended Term. If the two (2) appraisers are unable to agree within thirty (30) days after the date Landlord gives second appraiser has been appointed, they shall attempt to select a third appraiser meeting the qualifications herein stated within ten (10) days after the last day the two (2) appraisers are given to set Base Rent. If the two (2) appraisers are unable to agree on the third appraiser within such ten ( I 0) day period, either of the parties to this Lease, by giving five (5) days’ notice to Tenant the other party, may apply to the Arbitration Service of Portland for the selection of a third appraiser meeting the qualifications stated in this Section. Each of the parties shall bear one-half ( l /2) of the cost of appointing the third appraiser and of paying the third appraiser’s fee. The third appraiser, however selected, shall be a person who has not previously acted in any capacity for either party.
(b) The fair market Base Rent shall be fixed by the appraisers in accordance with the following procedures. Each party-appointed appraiser shall state, in writing, such default, appraiser’s determination of the fair market Base Rent supported by the reasons therefor and shall make counterpart copies for the other party appointed appraiser and any neutral appraiser. The party-appointed appraisers shall arrange for a simultaneous exchange of their proposed fair market Base Rent determinations. The role of any neutral appraiser shall be to select whichever of the two (2) proposed determinations of fair market Base Rent most closely approximates the neutral appraiser’s own determination of fair market Base Rent. The neutral appraiser shall have no right to propose a middle ground or any modification of either of the two (2) proposed determinations of fair market Base Rent. The determination of fair market Base Rent the neutral appraiser chooses as that most closely approximating the neutral appraiser’s determination of the fair market Base Rent shall constitute the decision of the appraisers and shall be final and binding upon the parties. The appraisers shall have no power to modify the provisions of this Lease.
(c) Tenant commences For purposes of the appraisal, the term “fair market Base Rent” shall mean the price that a ready and willing tenant would pay, as of the Extended Term commencement date, as a base rent to cure a default (other than a monetary default) but does not prosecute to completion prior ready and willing landlord of premises comparable to the commencement date Premises, in terms of size, quality and comparable term, in their then improved state, in the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional Portland, Oregon market, if such premises were exposed for lease on the open market for a reasonable period of time); including any rent increases over the Extended Term. In no event shall there be deducted from such fair market rental the value of any concessions, or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such defaultincluding without limitation, whether or not Tenant has cured such defaultstenant improvements, commission and/or “down time.”
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Option to Extend Term. A. Subject to the provisions of Article 34 B below and provided this Lease Agreement or Tenant’s right of possession hereunder has not been earlier terminated, Tenant shall have the option (“Extension Option”) right to extend the Term of this Lease Agreement as to the entire Premises (and no all, but not less than all, of the entire PremisesPremises then being leased hereunder, including any First Offer Space leased by Tenant pursuant to Article 33 above, for one (1) upon period of five (5) years beginning immediately following the initial Term (the “Extended Term”) subject to the following terms and conditions. Any extension :
(i) Tenant shall give written notice to Landlord of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options exercise of Tenant’s right to extend the Term of this Lease Agreement no later than nine (9) months prior to the commencement of the Extended Term, time being of the essence (the “Renewal Notice”). If no such Renewal Notice is timely given, this Lease Agreement shall terminate as of the end of the initial Term;
(ii) Tenant shall not be in default under this Lease Agreement beyond the passage of any applicable period of cure, grace or notice at the time of giving the Renewal Notice or at any time thereafter to and including the commencement of the Extended Term; and
(iii) The extension of the Term hereunder for five (5) years each the Extended Term shall be on the same terms and conditions as are applicable to the initial Term; provided, however, (a) Tenant shall have no further right to extend the Term of this Lease. Basic Annual Rent shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve (12) months prior to Lease Agreement beyond the end of the expiration of Extended Term, (b) Articles 4 and 33 shall not apply to the then-current Term. Time Extended Term and (c) the monthly Minimum Rental payable by Tenant to Landlord for the Extended Term shall be of the essence Market Rent (as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for defined in this paragraphArticle 35 below) as reasonably determined by Landlord.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have B. It is acknowledged and agreed by the parties that the right of Tenant to exercise extend the Extension Option: (a) during any time that Tenant is in Default under any provision Term of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required Agreement under Article 34 A above is personal to provide Original Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide and should said Original Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under either assign this Lease three (3) Agreement or more times and a service sublet all or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise any part of the Extension OptionPremises to any person or entity, then the deadline for Tenant’s exercise of the Extension Option Article 34 A above shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate automatically become null and be void and of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaultseffect.
Appears in 1 contract
Option to Extend Term. Provided that Landlord has not given tenant notice of default more than two (2) times preceding the Expiration Date, that there then exists no event of default by tenant under this lease or any event that with the giving of notice and/or the passage of time would constitute a default, and that Tenant is the sole occupant of the Premises, Tenant shall have the right and option (“Extension Option”) to extend the Term for one (1) additional period of this Lease as to the entire Premises sixty (and no less than the entire Premises60) upon the following terms and conditions. Any extension months, exercisable by giving Landlord prior written notice, at least nine (9) months in advance of the Term pursuant Expiration Date, of Tenant's election to extend the Term; it being agreed that time is of the essence and that this option is personal to Tenant and is non-transferable to any Extension Option assignee or sublessee (regardless of whether any such assignment or sublease was made with or without Landlord's consent) or other party. Such extension shall be on all under the same terms and conditions as provided in this Lease, Lease except as follows:
40.1. Tenant a. The additional period shall have two (2) consecutive begin on the Expiration Date and thereafter the Expiration Date shall be deemed to be the fifth anniversary of the previous Expiration Date;
b. There shall be no further options to extend the Term extend; and
c. Tenant's Minimum Annual rent obligation on account of this Lease for five (5) years each on the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve (12) months of the additional period (the "First Extension Year") shall be the greater of Tenant's Minimum Annual Rent obligation on account of the last twelve (12) months of the initial Term (the "Previous Rent") or the fair market rent as determined in accordance with the provisions of this subsection. Within thirty (30) days after Landlord receives notice of Tenant's exercise of its option to extend the Term, but in no event prior to nine (9) months prior to the end Expiration Date, Landlord will give notice to Tenant stating either that the Minimum Annual Rent for the First Extension Year shall be the Previous Rent or stating Landlord's good faith determination of the expiration of fair market rent then applicable to the then-current TermPremises (the "Rent Notice"). Time If the Rent Notice states that the Previous Rent shall apply, the Previous Rent shall be of the essence as to Tenant’s exercise of any Minimum Annual Rent for the First Extension Optionyear. Tenant assumes full responsibility for maintaining If the Rent Notice states a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40fair market rent and, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of within twenty (20) days after written receiving the Rent Notice, Tenant gives notice from Landlord to Tenant, (b) landlord that Tenant accepts the rent as set forth in the Rent Notice or Tenant fails to commence notify Landlord of an objection to cure such rent, the Minimum Annual Rent as stated in the Rent Notice shall be Tenant's Minimum Annual rent obligation applicable to the First Extension year. If, within the aforesaid twenty (20) day period Tenant gives notice to Landlord ("Tenant's Reply") of Tenant's objection to the rent as stated in the Rent Notice, stating in such notice of objection Tenant's opinion of the fair market rent applicable to the Premises, Landlord and Tenant will both act reasonably and in good faith to arrive at a default (other than a monetary default) within mutually acceptable fair market rent. If, on or before thirty (30) days after Landlord's receipt of Tenant's reply, Landlord and Tenant have not come to an agreement as to fair market rent, Tenant's exercise of this option to extend the date Term shall be deemed null and void, and Tenant shall have no further options to extend the Term. If Landlord gives notice and tenant, within such thirty (30) day period, agree to Tenant a fair market rent, such agreement shall be confirmed in a letter agreement which shall constitute an amendment to this Lease. For the second and each subsequent twelve (12) month period of such defaultthe additional period, tenant's Minimum Annual rent obligation shall increase by three percent (c3%) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior of Tenant's Minimum Annual Rent obligation applicable to the commencement date immediately preceding twelve (12) month period - i.e., Tenant's Minimum Annual Rent obligation for the second year of the extended Term additional period shall be one hundred three percent (unless Tenant is diligently prosecuting to completion 103%) of Tenant's Minimum, Annual Rent obligation for the First Extension Year; Tenant's Minimum Annual Rent obligation for the third year of the additional period shall be one hundred three percent (103%) of Tenant's Minimum Annual rent obligation for the second year of the additional period; and merely needs so on throughout the additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaultsperiod.
Appears in 1 contract
Option to Extend Term. Landlord grants to Tenant shall have the an option (“Extension Option”) to extend the term for a period of three (3) years (such extension is hereafter referred to as the "Extended Term"). The Extended Term shall follow the expiration of the initial term set forth in paragraph 2 (a) ("Initial Term"). All the provisions of this Lease as lease shall apply during the Extended Term except for the amount of the basic rent. The basic rent for the Extended Term shall be adjusted to ninety-five percent (95%) of the entire Premises (and market rate; provided that in no event shall the basic rent for the Extended Term be less than the entire Premises) upon basic rent in effect at the expiration of the Initial Term. The option is further subject to the following terms and conditions. Any extension :
(a) Tenant must deliver its irrevocable written notice of Tenant's exercise of the Term pursuant option to any Extension Option shall be on all Landlord not less than six (6) lease months, nor more than twelve (12) lease months, prior to the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each on the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on the first (1st) day expiration of the extension term and each annual anniversary date thereof in accordance Initial Term. Time is of the essence with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon respect to the time period during which Tenant giving must deliver to Landlord its written notice of exercise and, therefore, if Tenant fails to give Landlord its irrevocable written notice of its election to exercise the Extension Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Optionoption within the applicable time period provided above, then the deadline for Tenant’s exercise of the Extension Option option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate expire and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, effect.
(b) Tenant fails to commence to cure a default (other than a monetary default) within The parties shall have thirty (30) days after from the date Landlord gives receives Tenant's notice of exercise in which to agree on the amount constituting the market rate. If Landlord and Tenant agree on the amount of the market rate, they shall immediately execute an amendment to this lease setting forth the expiration date of the Extended Term and the amount of the basic rent to be paid by Tenant during the Extended Term. If Landlord and Tenant are unable to agree on the amount of the market rate within such defaulttime period, then the option shall be of no further effect and this lease shall expire at the end of the Initial Term.
(c) Tenant commences to cure a default As used herein, the "market rate" shall be the monthly rent (other than a monetary defaulttriple net) but does not prosecute to completion prior to then obtained for five (5) year fixed rate leases of comparable terms for premises in the commencement date Project and in buildings and/or projects within the same geographical area of similar types and identity, quality and location as the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or Project.
(d) Common area charges shall continue to be determined and payable as provided in paragraph 16 of this lease.
(e) Neither party shall have the right to have any court or other third party determine the market rate or the basic rent. Tenant has defaulted shall not assign or otherwise transfer this option or any interest therein and any attempt to do so shall render this option null and void. Tenant shall have no right to extend the term beyond the Extended Term. If Tenant is in default under this Lease three (3) or more times lease at the date of delivery of Tenant's notice of exercise to Landlord, then such notice shall be of no effect and a service or late charge this lease shall expire at the and of the Initial Term. If Tenant is in default under Section 24.1 has become payable for any such defaultthis lease on the last day of the Initial Term, whether or not Tenant has cured such defaultsthen Landlord may in its sole discretion elect to have Tenant's exercise of the option be of no effect, in which case the lease shall expire at the end of the Initial Term.
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Option to Extend Term. a. Tenant shall have and is hereby granted the option (“Extension Option”) to extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have hereof for two (2) consecutive options to extend the Term periods of this Lease for five (5) years each (each, an “Extension Period”) commencing on the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted date immediately following the Lease Expiration Date, or on the first (1st) date immediately following the last day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The first Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Period, as applicable, provided that: (i) Tenant giving Landlord delivers written notice of its election (the “Extension Notice”) to exercise the Extension Option at least Landlord, not more than fifteen (15), or less than twelve (12) ), months prior to the end Lease Expiration Date, or prior to last day of the expiration first Extension Period, as applicable, time being of the then-current Term. Time shall be essence, of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines irrevocable election to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases such extension option (provided, however, thatthat if the Premises contains more than 63,492 rentable square feet, for purposes Tenant shall deliver the Extension Notice to Landlord not more than eighteen (18), or less than fifteen (15), months prior to the Lease Expiration Date, or prior to last day of the first Extension Period, as applicable); (ii) no event exists at the time of the exercise of such option or arises subsequent thereto, which event by notice and/or the passage of time would constitute an Event of Default if not cured within the applicable cure period; and (iii) Tenant has not assigned its interest in the Lease or sublet more than thirty-five percent (35%) of the Premises (except to an Affiliate of Tenant. Notwithstanding the foregoing, Tenant may elect to extend the Term hereof pursuant to the terms of this Section 40.4(b)22 with respect to the entire Premises, Landlord shall not be required or alternatively, with respect to provide any full floor(s) which comprise the Premises as of the date Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise delivers the Extension OptionNotice to Landlord, Landlord which notice shall promptly provide Tenant with written notice set forth the portion of such Defaults to the Premises which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior shall be subject to the date that Tenant intends to exercise an applicable Extension Option, whether or not Tenant has cured such defaultsPeriod. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension OptionTenant delivers to Landlord, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five not more than nineteen (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.419), the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option ifless than sixteen (16), after such exercise, but months prior to the commencement date Lease Expiration Date, or prior to the last day of the new termfirst Extension Period, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after as applicable, written notice from (the “Extension Period Proposed Rent Notice”) requesting that Landlord to Tenantfurnish Tenant with Landlord’s proposed Annual Base Rent, Base Year and other material economic terms and conditions for the first or second (b2nd) Extension Period, as applicable, Landlord shall furnish Tenant fails to commence to cure a default (other than a monetary default) with such proposed terms and conditions within thirty (30) days after Landlord’s receipt of the date Extension Period Proposed Rent Notice (provided, however, that if the Premises contains more than 63,492 rentable square feet, Tenant shall deliver the Extension Period Proposed Rent Notice to Landlord gives notice to Tenant of such defaultnot more than twenty-one (21), or less than eighteen (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion 18), months prior to the commencement date Lease Expiration Date, or prior to last day of the extended Term first Extension Period, as applicable).
b. All terms and conditions of the Lease, including without limitation all provisions governing the payment of Additional Rent and annual increases in Annual Base Rent, shall remain in full force and effect during the any Extension Period, except that (unless Tenant is diligently prosecuting to completion i) Annual Base Rent (on a per rentable square foot basis) payable during each Extension Period shall equal the Fair Market Rental Rate (hereinafter defined) at the time of the commencement of the applicable Extension Period; (ii) Landlord shall provide a “market” improvement allowance, rental abatement and merely needs additional time)other tenant concessions in connection with the Extension Period; and (iii) the “Base Year” for Tenant’s Proportionate Share of increases in Operating Expenses and Tenant’s Proportionate Share of increases in Real Estate Taxes shall be mutually determined by and between Landlord and Tenant. As used in this Lease, or (d) Tenant has defaulted under this Lease three (3) or more times the term “Fair Market Rental Rate” shall mean the fair market rental rate that would be agreed upon between a landlord and a service or late charge under Section 24.1 has become payable tenant entering into a lease for any such defaultcomparable space as to location, whether or not Tenant has cured such defaultsconfiguration, size and use, in a comparable building as to quality, reputation and age which is located in the Dulles Toll Road Corridor submarket, with a comparable build-out and a comparable term assuming the following: (A) the landlord and tenant are informed and well-advised and each is acting in what it considers its own best interests; (B) the landlord shall provide a “market” tenant improvement allowance, free rent period and other tenant concessions typically provided to tenants of comparable space in comparable buildings for leases having terms comparable to the applicable Extension Period; and (C) the tenant will continue to pay its proportionate share of increases (over a new “Base Year” as negotiated by and between Landlord and Tenant) in Operating Expenses and Real Estate Taxes as described above.
Appears in 1 contract
Samples: Deed of Lease (K12 Inc)
Option to Extend Term. Tenant shall have the option (“Extension Option”) to extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.142.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for by five (5) years (each an “Option Period”) on the same terms and conditions as this Lease. Basic Annual Rent for each Option Period shall be adjusted on equal the fair market rental value (“FMV”) of the Premises as of the first (1st) day of each Option Period, taking into account, among other things, base rent, annual rental rate increases, tenant improvements and leasing commissions for comparable laboratory research buildings in the extension term Bothell, Washington, area; provided, however, that in no event shall Basic Annual Rent for any Option Period equal less than one hundred three percent (103%) of the Basic Annual Rent at the expiration of the then-current Lease term. If Landlord and Tenant cannot agree on the FMV for purposes of any Option Period, then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Bothell, Washington, area (the “Appraiser”). If the parties cannot agree on the Appraiser, each annual anniversary date thereof in accordance shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with Article 6a copy to the other party) its determination of FMV, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s FMV. The Appraisers may not select or designate any other FMV. The determination of the Appraiser(s) shall bind the parties.
40.242.2. The Extension Option is not assignable separate and apart from this Lease.
40.342.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve nine (129) months prior to the end of the expiration of the then-current Terminitial term of this Lease or the prior Option Period, as applicable. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. 42.4. Notwithstanding anything contained in this Article 4042, Tenant shall not have the right to exercise the Extension Option: :
(a) during any During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in Default default under any provision provisions of this Lease or and continuing until Tenant has cured the Required Leases specified default to Landlord’s reasonable satisfaction; or
(b) At any time after any Default as described in Article 24 of the Lease (provided, however, that, for purposes of this Section 40.4(bSubsection 42.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is awareDefault) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured;
(c) Unless due to a Permitted Transfer, in the event that Tenant no longer occupies the entire Premises, or has assigned the Lease with respect to more than fifty percent (50%) of the Premises, or has sublet more than fifty percent (50%) of the Premises; or or
(bd) in In the event that Tenant has defaulted in the performance of its obligations under this Lease three two (32) or more times and a service or late charge has become payable under under
Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension the Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 1 contract
Samples: Lease (Sonus Pharmaceuticals Inc)
Option to Extend Term. Tenant shall have (a) So long as Raven Biotechnologies, Inc. (or a Permitted Assignee) is the option (“Extension Option”) to extend Subtenant hereunder and occupies the Term entirety of this Lease as the Subleased Premises, and subject to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as set forth in this LeaseSection 19, except as follows:
40.1. Tenant Subtenant shall have two (2) consecutive options to extend the Term term of this Lease with respect to the entirety of the Sublease Premises, for a period of three (3) months each (each an "Extension Period"), from (x) in the case of the first option to extend, the expiration of the original Sublease term, and (y) in the case of the second option, from the expiration of the term of the first Extension Period, subject to the following conditions:
(i) Each option to extend shall be exercised, if at all, by written notice of exercise given to Sublandlord by Subtenant not less than ninety (90) days prior to the expiration of the original Sublease term or the first Extension Period, as applicable;
(ii) Anything herein to the contrary notwithstanding, if Subtenant is in default under any of the terms, covenants or conditions of this Sublease beyond any applicable cure or grace period, either at the time Subtenant exercises an extension option or on the commencement date of the applicable Extension Period, as applicable, Sublandlord shall have, in addition to all of Sublandlord's other rights and remedies provided in this Sublease, the right to terminate all options to extend upon notice to Subtenant.
(b) In the event Subtenant exercises an option in a timely fashion, the Sublease shall be extended for the term of the Extension Period upon all of the terms and conditions of this Sublease, provided that the Base Rent for the Extension Period shall be the "Fair Market Rent" for the Sublease Premises, increased as set forth below. For purposes hereof, "Fair Market Rent" shall be determined by Sublandlord and agreed to by Subtenant. If the parties are unable to agree on Fair Market Rent within twenty (20) days of Subtenant's receipt of notice of Sublandlord's determination of Fair Market Rent (the "Rent Notice"), then Fair Market Rent shall be determined in accordance with subsection (c) below; provided, however, that in no event shall any adjustment of Base Rent pursuant to this paragraph result in a decrease of the Base Rent for the Sublease Premises below the amount due from Subtenant for the last month of the initial Sublease term or the first Extension Period, as applicable.
(c) If Sublandlord and Subtenant are unable to agree on Fair Market Rent pursuant to subsection 19(b) above, then the parties shall submit the matter to arbitration. The arbitration shall be concluded within sixty (60) days after the date of Subtenant's receipt of the Rent Notice. To the extent that arbitration has not been completed prior to the expiration of the original Sublease term or the first Extension Period, as applicable, Subtenant shall pay Base Rent at the rate applicable during the last month of the original Sublease term or the first Extension Period, as applicable, with an adjustment to be made once Fair Market Rent is ultimately determined by arbitration. Within ten (10) days of the expiration of the 20-day period described in subsection 19(b) above, each party shall choose an Appraiser and shall send written notice to the other party specifying therein the identity of the Appraiser. For purposes hereof, "Appraiser" means a real estate broker or MAI designated appraiser, in either case with not less than five (5) years each on the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease commercial appraisal or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) brokerage experience in the event that Tenant has defaulted sub-market area in which the performance of its obligations under this Lease three (3) or more times Sublease Premises is located and a service or late charge has become payable under Section 24.1 for each of with no prior business dealings with the party appointing such defaults Appraiser. If either party fails to timely appoint an Appraiser, the sole Appraiser appointed shall determine the Base Rent to be charged during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an applicable Extension OptionPeriod, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.based on the
Appears in 1 contract
Samples: Sublease (Virologic Inc)
Option to Extend Term. Tenant shall have the option (“Extension Option”) to extend the Term --------------------- term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have at the minimum rental set forth in Section 3.1(c) and (d) and otherwise upon all the terms and provisions set forth herein with respect to the initial term of this Lease, for up to two (2) consecutive options to extend the Term additional periods of this Lease for five (5) years each on each, the same terms first commencing upon the expiration of the initial term hereof and conditions as this Leasethe second commencing upon the expiration of the first extended term, if any. Basic Annual Rent Exercise of such option with respect to the first such extended term shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord by written notice of its election to exercise the Extension Option Landlord at least nine (9) months and not more than twelve (12) months prior to the end expiration of the initial term hereof; exercise of such option with respect to the second extended term, if the first extension option has been duly exercised, shall be by like written notice to Landlord at least nine (9) months and not more than twelve (12) months prior to the expiration of the then-current Termfirst extended term hereof. Time If Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date of such notice or on the date any extended term is to commence, then the exercise of the option shall be of no force or effect, the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record extended term shall not commence and this Lease shall expire at the end of the deadlines then current term hereof (or at such earlier time as Landlord may elect pursuant to exercise any Extension Optionthe default provisions of this Lease). If Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for properly exercises one or more extension options under this Section, then all references in this paragraph.
40.4. Notwithstanding anything contained Lease (other than in this Article 40Section 2.6) to the "term" of this Lease shall be construed to include the extension term(s) thus elected by Tenant. Except as expressly set forth in this Section 2.6, Tenant shall not have the no right to exercise extend the Extension Option: (a) during any time that Tenant is in Default under any provision term of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of beyond its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such defaultprescribed term.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 1 contract
Samples: Lease (Cor Therapeutics Inc / De)
Option to Extend Term. Tenant shall have the one option (“Extension "Option”") to extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension for an additional term of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each on the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) years ("Option Term") commencing on the day after the Expiration Date provided that Tenant:
(a) is not in default under any of the terms, covenants, conditions or more times and a service provisions of this Lease either at the time Tenant exercises the Option or late charge has become payable as of the Expiration Date;
(b) shall not have assigned its interest under Section 24.1 for each this Lease;
(c) shall not have sublet any portion of the Premises without Landlord's express written consent; and
(d) shall have notified Landlord of Tenant's election to exercise such defaults during Option in the twelve manner provided in this Article 30 no later than (12)-month period immediately 90) days ---------- prior to the date that Tenant intends to exercise an Extension OptionExpiration Date. Unless all of the above conditions precedent have been satisfied, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s 's exercise of the Extension OptionOption shall be of no force or effect and the Option shall lapse. If all of the above conditions precedent are satisfied, then the deadline Lease Term shall automatically be extended for Tenant’s exercise the Option Term and all of the Extension terms, conditions and provisions of this Lease shall continue in full force and effect throughout the Option Term, except that the Monthly Rent and other amounts to be paid by Tenant during the Option Term shall be equal to the then prevailing rates being paid by other tenants in the building for new leases and renewals of comparable space, including but not limited to provisions for concessions, inducements, allowances and periodic adjustments. If Tenant exercises the Option, Landlord and Tenant shall, on or before the original Expiration Date, prepare and execute an extension agreement acknowledging that Tenant has elected to extend and include a schedule setting forth the Base Year and Monthly Rent to be in effect for the Option Term. The Option shall be extended for five (5) days personal to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant and may exercise an Extension Option shall not be extended assigned or enlarged by reason of Tenant’s inability transferred to exercise such Extension Option because of the provisions of Section 40.4any third party.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 1 contract
Samples: Office Lease (Vsource Inc)
Option to Extend Term. Provided that Landlord has not given Tenant notice of default more than two (2) times preceding the Expiration Date, that there then exists no event of default by Tenant under this lease nor any event that with the giving of notice and/or the passage of time would constitute a default, and that Tenant is the sole occupant of the Premises, Tenant shall have the right and option (“Extension Option”) to extend the Term for one (1) additional period of this Lease as to the entire Premises five (and no less than the entire Premises5) upon the following terms and conditions. Any extension years(s), exercisable by giving Landlord prior written notice, at least nine (9) months in advance of the Term pursuant Expiration Date, of Tenant's election to extend the Term; it being agreed that time is of the essence and that this option is personal to Tenant and is nontransferable to any Extension Option assignee or sublessee (regardless of whether any such assignment or sublease was made with or without Landlord's consent) or other party. Such extension shall be on all under the same terms and conditions as provided in this Lease, lease except as follows:
40.1(a) the additional period shall begin on the Expiration Date and thereafter the Expiration Date shall be deemed to be extended by five years;
(b) all references to the Term in this lease shall be deemed to mean the Term as extended pursuant to this Section;
(c) there shall be no further options to extend; and
(d) the Minimum Annual Rent payable by Tenant for the additional period shall be computed based upon the then "Fair Market Rental Rate", but in no event shall the new rent be less than the rent at the end of the initial term of the Lease. Within One (1) month after Landlord receives Tenant's notice of the exercise of this option, Landlord will notify Tenant of the "Fair Market Rental Rate" which shall have be Landlord's good faith determination of the rental rate applicable at such time for office space in similar buildings located in the Malvern, Pennsylvania Market Area ("Landlord's Rental Notice"). If Tenant objects to the Fair Market Rental Rate as so established, Tenant may rescind its exercise of this option to extend term, provided Tenant gives notice of such recision to Landlord on or before two (2) consecutive options weeks after Tenant receives Landlord's Rental Notice, time being of the essence. If Tenant so rescinds so exercise, Tenant's option to extend term shall be deemed both unexercised and extinguished. If Tenant does not so rescind its exercise, the Term term of this Lease for five (5) years each on the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided before, with the Minimum Annual Rent applicable to such additional period being computed based upon the Fair Market Rental Rate as stated in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4Landlord's Rental Notice.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 1 contract
Samples: Lease Agreement (Apollon Inc)
Option to Extend Term. So long as Tenant shall have is not in default under Article 7 beyond the option (“Extension Option”) to extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Leaseapplicable grace periods set forth in Article 7, except as follows:
40.1. Tenant shall have two (2) consecutive options to may extend the Term of this Lease for five two (52) extension periods of three (3) years each on the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on the first each, (1steach, a "Renewal Term") day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant by giving notice to Landlord written notice of its election to exercise the Extension Option extend at least twelve six (126) months prior to the end in advance of the expiration commencement of the then-current applicable Renewal Term. Time shall be of the essence Except as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40otherwise hereinafter set forth, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision all terms and conditions of this Lease or the Required Leases (shall remain in full force and effect with respect to each such Renewal Term, provided, however, that, for purposes that Tenant shall be entitled to no further right to extend the Term of this Lease. With respect to each such Renewal Term, Fixed Rent shall be increased to the fair market rent of the Premises taking into account the Landlord Improvements but not the Tenant Improvements for such period (further taking into account the fact that the base amounts applicable to the computation of Additional Rent under Section 40.4(b4.2 are not to be modified), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in . In the event that Tenant has defaulted the parties have not mutually agreed upon said fair market rent in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) writing within thirty (30) days after following Tenant's exercise of the date applicable option, the same shall be determined by appraisers, one to be chosen by Landlord, one to be chosen by Tenant and a third to be selected by the two first chosen. All appraisers chosen or selected thereunder shall be independent of the parties, shall have received the M.A.I. (Member, Appraisal Institute) designation from the American Institute of Real Estate Appraisers and shall have had at least five (5) years of experience in appraising commercial office space comparable to the Premises. The unanimous written decision of the two first chosen, without selection and participation of a third appraiser, or otherwise the written decision of a majority of the three appraisers chosen and selected as aforesaid, shall be conclusive and binding upon Landlord gives notice and Tenant. Landlord and Tenant shall each notify the other of its chosen appraiser within fifteen (15) days following expiration of the aforesaid thirty (30) day period and, unless such two appraisers shall have reached a unanimous decision within forty-five (45) days from said expiration they shall within a further fifteen (15) days elect a third appraiser and notify Landlord and Tenant thereof. Landlord and Tenant shall each bear the expense of the appraiser chosen by it and shall equally bear the expense of the third appraiser (if any). If, as contemplated by this Section, Fixed Rent with respect to Tenant any Renewal Term shall not have been determined prior to commencement of such defaultRenewal Term, then said Renewal Term may commence, and from and after such date until the amount of such Fixed Rent is determined. Tenant shall make payments of Fixed Rent at the current rates then applicable, subject to retroactive adjustment in conformity with and within thirty (c30) Tenant commences days of the determination of Fixed Rent pursuant to cure this Section. In no event shall the determination of Fixed Rent pursuant to this Section result in a default (other than a monetary default) but does not prosecute to completion prior reduction thereof or any modification of the base amounts applicable to the commencement date computation of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge Additional Rent under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults4.2.
Appears in 1 contract
Option to Extend Term. A. Subject to the provisions of paragraph 7 B below, Tenant shall have the option (“Extension Option”) right to extend the Term of this the Lease Agreement as to the entire Premises (and no all, but not less than all, of the entire PremisesPremises then being leased thereunder by Tenant for one (1) upon period of five (5) years commencing June 1, 2012 and ending May 31, 2017 (the “Renewal Period”) subject to the following terms and conditions. Any extension :
1) Tenant shall give written notice of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options exercise of its right to extend the Term of this the Lease for five Agreement no later than June 1, 2011, time being of the essence (5the “Renewal Notice”). If no such Renewal Notice is timely given, the Lease Agreement shall expire on May 31, 2012;
2) years each Tenant shall not be in default under the Lease Agreement beyond the passage of any applicable period of cure, grace or notice at the time of giving the Renewal Notice or at any time thereafter to and including the commencement of the Renewal Period; and
3) The extension of the Term hereunder shall be on the same terms and conditions as this Lease. Basic Annual Rent are applicable to the Extended Term; provided, however, (i) the Premises shall be adjusted leased by Tenant in their then existing “as is” condition without any obligation on the first part of Landlord to make any alterations, modifications or improvements thereto or provide any allowances therefore, (1stii) day Tenant shall have no further right to extend the Term of the extension term Lease Agreement beyond the end of the Renewal Period and each annual anniversary date thereof in accordance with Article 6.
40.2(iii) the monthly Minimum Rental payable by Tenant to Landlord for the Premises for the Renewal Period shall be at the market rate as reasonably determined by Landlord. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice Within twenty (20) days following receipt of its election to exercise the Extension Option at least Tenant’s Renewal Notice, but no earlier than twelve (12) months prior to the end commencement of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b)Renewal Period, Landlord shall not be required to provide notify Tenant with notice of such Default but upon TenantLandlord’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise reasonable determination of the Extension Optionmarket rate for the Renewal Period, then including therewith the deadline lease comparables and other supporting information (“Landlord’s Market Rate Determination”). If Tenant disagrees with Landlord’s Market Rate Determination for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4Renewal Period, the period of time within which Tenant may exercise an Extension Option parties shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant negotiate in good faith for a period of twenty (20) days after written notice from Landlord following receipt by Tenant of Landlord’s Market Rate Determination as to the Minimum Rental payable during the Renewal Period. If the parties are unable to agree in writing on the Minimum Rental payable during the Renewal Period within twenty (20) days following receipt by Tenant of Landlord’s Market Rate Determination, then in such case the giving of the Renewal Notice by Tenant shall automatically be deemed rescinded and the Lease Agreement shall expire on May 31, 2012.
B. It is acknowledged and agreed that the right of Tenant to extend the Term of the Lease Agreement under the provisions of paragraph 7 A above is personal to Analysts International Corporation and should said Tenant assign the Lease Agreement or sublet all or any part of the Premises to any person or entity other than to an Affiliate or Acquiring Entity of said Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant paragraph 7 A above shall automatically become null and void and of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), no further force or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaultseffect.
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Option to Extend Term. Subject to the provisions of this Paragraph, Tenant shall have the option (“Extension Option”) to extend the Term term of this Lease as to (the entire Premises (and no less than the entire Premises"Extension Option") upon the following terms and conditions. Any extension for a period of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each on (the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on the first "Renewal Term") provided that:
(1sta) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving gives Landlord written notice of its election Tenant's intention to exercise the Extension Option at least twelve no later than nine (129) months prior to the end of the expiration of the then-current Term. Time shall be term of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record Lease, and;
(b) At the time of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any aforesaid notice, at the time the Extension Option after is exercised and at the date provided for commencement of the Renewal Term, the Lease must be in this paragraph.
40.4. Notwithstanding anything contained full force and effect, Tenant must not be then in this Article 40default under the Lease, Tenant shall not have the right to exercise the Extension Option: been in monetary default (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases for more than ten (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (2010) days after written notice of such default from Landlord to TenantLandlord) or in material nonmonetary default from Landlord, or if the cure of such default reasonably requires more than thirty (b30) days, Tenant fails to commence shall not have commenced to cure a default (other than a monetary default) the same within thirty (30) days after the date Landlord gives written notice to Tenant of such defaultdefault from Landlord and shall not have diligently proceeded to complete such cure) more than three times during the last five years of the initial term of the Lease or at any time during the last five years of the initial term for more than thirty days, Tenant's interest under the Lease must not have been assigned by operation of law or otherwise, Tenant must be in occupancy of the entire demised Premises, and Tenant must not have sublet any portion thereof; and
(c) All of the terms, covenants and conditions of the Lease shall remain in effect during the Renewal Term, except that (i) no rent concessions or renewal or expansion option shall be included and (ii) the base annual rental shall be at fair market rental value of the demised Premises for the Renewal Term, meaning the monthly rental rate per square foot prevailing at the commencement of the Renewal Term for five (5) year leases then being entered into for comparable space in first class buildings in the San Francisco Financial District and used for comparable purposes. Within thirty (30) days after Landlord's receipt of the Tenant's notice specified in subparagraph (a) above, Landlord and Tenant commences shall meet, negotiate and attempt to cure a default agree upon the fair market rental value for the demised Premises for the Renewal Term. If Landlord and Tenant have not agreed in writing on such fair market value within sixty (other than a monetary default60) but does not prosecute to completion prior days of Landlord's receipt of Tenant's notice specified in subparagraph (as) above, then, upon written notice of either party to the commencement date other requesting a determination of such fair market rental value by real estate brokers such fair market rental value shall be determined by real estate brokers in accordance with the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under terms of Paragraph 5 of this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaultsAddendum.
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Option to Extend Term. (a) Landlord hereby grants to original Tenant shall have the option (“Extension Option”) to extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have for two (2) consecutive options to extend the Term additional terms (each, an “Option Term”) of this Lease for five (5) years each on upon and subject to the same terms and conditions as set forth in this Lease. Basic Annual Rent shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2Section. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord shall be exercised, if at all, by written notice of its election given to exercise the Extension Option at least Landlord no more than fifteen (15) months and no less than twelve (12) months prior to the end Expiration Date of the expiration Term (or the First Option Term, in the case of the then-current Term. Time shall be exercise of the essence as to Tenant’s exercise of any second Extension Option). If Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise exercises an Extension Option, whether or not Tenant has cured each of the terms, covenants and conditions of this Lease (including responsibility for repair and maintenance of the Premises and responsibility for payment of Impositions) shall apply during the Option Term as though the expiration date of such defaultsOption Term was the date originally set forth herein as the Expiration Date of the Term, provided that
(i) the Base Rent to be paid during the applicable Option Term shall be the Prevailing Market Rental (as hereinafter defined) for the Premises for the applicable Option Term, (ii) the Expiration Date for this Lease shall become the expiration date for the applicable Option Term; and (iii) there shall be no additional option terms following the second Option Term. Notwithstanding Anything contained herein to the foregoingcontrary notwithstanding, if the nature of such Tenant is in monetary or material non-monetary default is such that it could reasonably be cured before the deadline for Tenant’s exercise under any of the Extension Optionterms, then covenants or conditions of this Lease either at the deadline for Tenant’s exercise of time Tenant exercises the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of or at any time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but thereafter prior to the commencement date of the new termOption Term (in either event beyond any applicable notice and cure periods), Landlord shall have, in addition to all of Landlord’s other rights and remedies provided in this Lease, the right to terminate the Extension Option upon notice to Tenant. As used herein, the term “Prevailing Market Rental” for the Premises shall mean the Base Rent that Landlord could obtain for the Option Term from a third party desiring to lease the Premises for the Option Term taking into account (1) the quality and condition of the Building and the Premises, (a2) Tenant fails to pay to Landlord a monetary obligation the services provided under the terms of Tenant for a period of twenty (20) days after written notice from Landlord to Tenantthis Lease, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) the responsibility for repair and maintenance of the Premises and responsibility for payment of Impositions as set forth herein, (3) the base rent and all other monetary payments then being obtained for new leases of space comparable to the Premises in the Building or, in the event that no other rentable areas of the Building are leased to other tenants, other buildings of comparable quality and condition as the Building and having comparable uses and located in the vicinity of the Building, and the services and allocation of responsibility for repair and maintenance and payment of taxes under such other leases, and (4) allowances for the construction of tenant improvements provided for such comparable space, the payment of leasing commissions or more times moving expenses, rental abatement concessions, if any, being granted such tenants in connection with such comparable space, and a service or late charge under Section 24.1 has become payable for any other reasonable monetary and nonmonetary tenant inducements being granted such default, whether or not Tenant has cured tenants in connection with such defaultscomparable space.
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Option to Extend Term. Tenant shall have the option (“Extension Option”) to extend the Term term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except at the minimum rental set forth in Section 3.1 (b) or (c) (as follows:
40.1. Tenant shall have applicable) and otherwise upon all the terms and provisions set forth herein with respect to the initial term of this Lease, for up to two (2) consecutive options to extend the Term additional periods of this Lease for five (5) years each on each, the same terms first commencing upon the expiration of the initial term hereof and conditions as this Leasethe second commencing upon the expiration of the first extended term hereof. Basic Annual Rent Exercise of such option with respect to the first extended term shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord by written notice of its election to exercise the Extension Option Landlord at least nine (9) months and not more than twelve (12) months prior to the end expiration of the initial term hereof. Exercise of such option with respect to the second extended term shall be by written notice to Landlord at least nine (9) months and not more than twelve (12) months prior to the expiration of the then-current Termfirst extended term hereof. Time If Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date of such notice or on the date the applicable extended term is to commence, then the exercise of the applicable option shall be of no force or effect, the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record extended term shall not commence and this Lease shall expire at the end of the deadlines then current term hereof (or at such earlier time as Landlord may elect pursuant to exercise any Extension Optionthe default provisions of this Lease). If Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for properly exercises one or both extension options under this Section, then all references in this paragraph.
40.4. Notwithstanding anything contained Lease (other than in this Article 40Section 2.6) to the “term” of this Lease shall be construed to include the extension term(s) thus elected by Tenant. Except as expressly set forth in this Section 2.6, Tenant shall not have the no right to exercise extend the Extension Option: (a) during any time that Tenant is in Default under any provision term of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of beyond its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such defaultprescribed term.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
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Samples: Lease (Foxhollow Technologies, Inc.)
Option to Extend Term. Provided (i) this Lease shall then be in full force and effect and Tenant shall not then be in default hereunder beyond the expiration of any applicable grace or cure period either at the time of the exercise of such option or upon commencement of the Extension Term, and (ii) Tenant shall accept the Premises for the Extension Term "as is", Tenant shall have the right, at its option, to extend the Term for one consecutive five (5) year period (the "Extension Term"). The Extension Term shall commence on the day after the Term Expiration Date and shall expire on the day immediately preceding the fifth (5th) anniversary of the Term Expiration Date (the "Extension Term Expiration Date") unless such Extension Term shall sooner end pursuant to any of the terms, covenants or conditions of this Lease or pursuant to law. Tenant shall give Landlord written notice of Tenant's intention to exercise any such option at least one hundred eighty (“180) days but not more than two hundred forty (240) days prior to the scheduled Term Expiration Date, the time of exercise being of the essence and upon the giving of such notice, this Lease and the Term shall be extended without execution or delivery of any other or further documents, with the same force and effect as if the Extension Option”) Term had originally been included in the Term and the Scheduled Term Expiration Date and the Term Expiration Date shall thereupon be deemed to be the last day of the Extension Term. All of the terms, covenants and conditions of this Lease shall continue in full force and effect during any such Extension Term, including items of additional rent and escalation which shall remain payable on the terms herein set forth, except that the Basic Rent shall be determined in accordance with the terms of Section 13.02 below and after Tenant shall have exercised its right to extend the Term for the Extension Term, Tenant shall have no further right to extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each on the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such defaultXIII.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
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Option to Extend Term. (a) Landlord hereby grants to Tenant shall have the one (1) option (“Extension Option”) to extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension term of the Term pursuant to any Lease (the "Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2Option") consecutive options to extend the Term for an additional period of this Lease for five (5) years each on (the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted "Second Extension Term") commencing on the first day following the Expiration Date, on the terms and subject to the conditions set forth in this Paragraph; provided, however, that (1sti) day the Extension Option shall be exercised, if at all, only with respect to the entire Premises, and (ii) if an Event of Default exists under the Lease, which Event of Default has not been waived in writing by Landlord, either at the time Tenant exercises the Extension Option or at any time thereafter prior to or upon the commencement of the extension term Second Extension Term, Landlord shall have, in addition to all of Landlord's other rights and each annual anniversary date thereof remedies provided in accordance with Article 6.
40.2. The the Lease, the right (but not the obligation) to terminate the Extension Option is not assignable separate and apart from this to unilaterally revoke Tenant's exercise of the Extension Option, in which event the Lease shall expire on the Expiration Date, unless sooner terminated pursuant to the terms thereof, and Tenant shall have no further rights under the Lease to renew or extend the term of the Lease.
40.3. The (b) Tenant shall exercise the Extension Option is conditional upon Tenant Option, if at all, by giving Landlord unconditional, irrevocable written notice of its such election to exercise the Extension Option at least not later than twelve (12) months prior to the end Expiration Date, the time of such exercise being of the essence. Subject to the provisions of this Paragraph 9, upon the giving of such notice, the term of the Lease shall be extended without execution or delivery of any other or further documents, with the same force and effect as if the Second Extension Term had originally been included in the term of the Lease.
(c) If Tenant exercises the Extension Option pursuant to Paragraph 9(b) above, all of the terms, covenants and conditions of the Lease shall continue in full force and effect during the Second Extension Term, including provisions regarding payment of Additional Rent, which shall remain payable on the terms herein set forth, except that (i) the Basic Monthly Rental during the Second Extension Term shall be as determined in accordance with this Paragraph 9; (ii) Tenant shall continue to possess and occupy the Premises in their existing condition, "as is", as of the commencement of the Second Extension Term, and Landlord shall have no obligation to repair, remodel, improve or alter the Premises, to perform any other construction or other work of improvement upon the Premises, or to provide Tenant with any construction or refurbishing allowance whatsoever; and (iii) Tenant shall have no further rights to extend the term of the Lease after the expiration of the then-current Second Extension Term. Time .
(d) The Basic Monthly Rental payable by Tenant for the Premises during the Second Extension Term shall be equal the "fair market rental value" (as defined below) for the Premises, valued as of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record commencement of the deadlines to exercise any Second Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after Term, determined in the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (manner hereinafter provided; provided, however, that in no event shall the Basic Monthly Rental payable during the Second Extension Term be less than the Basic Monthly Rental in effect immediately preceding the commencement of the Second Extension Term (without regard to any abatements of Rental on account of Casualty or otherwise); provided, however, that Tenant shall be entitled to abatement of Rental during the Second Extension Term if the Casualty or other grounds for such abatement under the Lease shall continue during the Second Extension Term) ("Minimum Basic Rental Floor"). As used herein, the term "fair market rental value" shall mean the Basic Monthly Rental that a willing tenant would pay, and that a willing landlord would accept, at arm's length, for space comparable to the Premises within comparable office buildings located in the South of Market area of San Francisco, California (the "Comparison Buildings"), based upon binding lease transactions for tenants in the Comparison Buildings that, where possible, commence or are to commence within six (6) months prior to or within six (6) months after the commencement of the Second Extension Term ("Comparison Leases"). Comparison Leases shall include renewal and new non-renewal tenancies, but shall exclude subleases and leases of space subject to another tenant's expansion rights. Rental rates payable under Comparison Leases shall be adjusted to account for purposes variations between the Lease and the Comparison Leases with respect to: (i) the length of this Section 40.4(bthe Second Extension Term compared to the lease term of the Comparison Leases; (ii) rental structure, including, without limitation, rental rates per rentable square foot (including type, gross or net, and if gross, adjusting for base year or expense stop), Landlord shall not be required additional rental and escalation provisions; (iii) the size of the Premises compared to provide Tenant the size of the premises subject to the Comparison Leases; (iv) location, floor levels and efficiencies of the floor(s) for which the determination is being made; (v) free rent, moving expenses and other cash payments, allowances or other monetary concessions affecting the rental rate; (vi) the age and quality of construction of the buildings (including compliance with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise applicable codes on the Extension Optionapplicable floors); and (vii) leasehold improvements and/or allowances, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) including the amounts thereof in renewal leases, and continuing until Tenant cures any such Defaulttaking into account, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in case of renewal leases (including the performance Lease), the value of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior existing leasehold improvements to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such defaultrenewal tenant.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 1 contract
Samples: Lease (Micromuse Inc)
Option to Extend Term. Tenant shall have the one (1) option (the “Extension Option”) to extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for an additional five (5) years each on immediately following the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on Initial Term (the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2“Extended Term”). The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon may be exercised by Tenant giving Landlord only by irrevocable written notice of its election exercise delivered to exercise the Extension Option at least twelve Landlord no later than nine (129) months prior to the end of the expiration of the then-current TermExpiration Date. Time shall be of the essence as to Tenant’s exercise of any Extension Option. If Tenant assumes full responsibility for maintaining does not deliver a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of exercise by such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall immediately terminate and be of no further force or effect even after and this Lease shall terminate at the end of the Initial Term. Tenant’s due Extension Option shall be personal to Tenant and timely any Permitted Transferee (as defined in Section 17.3) and may not be exercised by or for the benefit of any other assignee or subtenant. Tenant may not exercise the Extension Option if on the date of such notice Tenant is in default (after any required notice and expiration of any applicable cure period) under this Lease. If Tenant becomes in default (after any required notice and expiration of any applicable cure period) under this Lease after exercise of the Extension Option ifbut before the Expiration Date of the Initial Term, after Landlord may, in addition to its other remedies under this Lease, elect to terminate such exerciseextension by notice in writing to Tenant, whereupon the Term shall expire without any such extension.
3.3.1 Upon Tenant’s valid exercise of the Extension Option, the parties shall be obligated under all the terms and conditions of this Lease through the Extended Term, except that (i) Base Monthly Rent shall be adjusted as provided in Section 3.3.2, (ii) Landlord shall have no obligation to alter the Premises or pay any tenant improvement or refurbishment allowance for the Extended Term, and (iii) Tenant shall not have any additional rights to extend the Term.
3.3.2 Base Monthly Rent during the Extended Term for any portion of the Premises built out for laboratory use shall be equal to Thirty-one and 83/100 Dollars [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH A SERIES OF THREE ASTERISKS IN BRACKETS [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] ($31.83) per RSF in the first year of the Extended Term and shall increase annually during the Extended Term by three percent (3%) per year.
3.3.3 Base Monthly Rent during the Extended Term for any portion of the Premises built out for office use shall be equal to ninety-five percent (95%) of the then fair market rent (including periodic rent increases) for the office space in the Bothell market, determined in accordance with this Section. “Fair Market Rent” as of any date shall mean the per-square-foot rental rate for a direct lease for space comparable to the Premises, leased for a comparable term, with comparable uses, with comparable quality improvements and shell and core construction, in comparable Class A projects in the Bothell Market Area, taking into consideration: location in the Building or other building, extent of service provided or to be provided, the ownership of the comparable space, the time the particular rate under consideration became or is to become effective and any other relevant terms or conditions but excluding any consideration of Landlord’s transaction costs or savings.
3.3.4 Approximately six (6) months prior to the commencement date of the new termExtended Term, Landlord shall propose a Base Monthly Rent schedule for the office space for the Extended Term. Failure on the part of Landlord to give such notice in a timely manner shall not vitiate the right to require adjustment of Base Monthly Rent, but such delay shall result in deferral of the adjustment to the date that is ninety (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (2090) days after written notice from Landlord the date of such notice. The parties shall negotiate in good faith, but if they are unable to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) agree upon such Base Monthly Rent schedule within thirty (30) days after the date delivery of Landlord’s proposal, Tenant may by written notice demand arbitration within thirty (30) days after receipt of notice from Landlord gives notice of Landlord’s determination of Fair Market Rent. If no arbitration demand is delivered, Tenant shall be deemed to have accepted the Fair Market Rent as determined by Landlord. If Tenant of such defaultelects to arbitrate, (c) Tenant commences then unless otherwise agreed in writing by the parties, the matter shall be submitted to cure a default (other than a monetary default) but does not prosecute to completion prior to arbitration in accordance with the commencement date terms of the extended Term (unless following paragraphs. The date on which Tenant gives its demand for arbitration is diligently prosecuting referred to completion and merely needs additional time), or (d) Tenant has defaulted under in this Lease as the “Arbitration Commencement Date”.
3.3.5 Within fifteen (15) days after the Arbitration Commencement Date, each party shall provide the other party with written notice (a “Rent Notice”) of its determination of Fair Market Rent. The matter shall then be submitted for decision to a single arbitrator or a panel of three (3) arbitrators selected in accordance with this Section 3.3.4. Each arbitrator appointed under this provision shall be an MAI certified appraiser with at least ten (10) years professional appraising experience (including recent experience in the Bothell market) who would qualify as an expert witness over objection to give testimony addressed to the issue in a court of competent jurisdiction and shall not have worked for or more times on behalf of either party during the three (3) year period ending on the Arbitration Commencement Date. If Landlord and Tenant are unable to agree on a service single arbitrator within thirty (30) days after the Arbitration Commencement Date, then each party shall select an arbitrator who shall be qualified under the same criteria set forth above, and so notify the other party in writing within fifteen (15) days after the end of such thirty (30) day period. The two arbitrators so chosen by the parties shall then appoint a third arbitrator within fifteen (15) days after the date of the appointment of the last appointed arbitrator. If the two arbitrators so chosen by the parties are unable to agree on the third arbitrator within such fifteen (15) day period, the third arbitrator will be appointed by the director (or late charge under the equivalent) of the Seattle office of the American Arbitration Association upon the [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH A SERIES OF THREE ASTERISKS IN BRACKETS [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] application of either party. If either party fails to timely select its arbitrator and so notify the other party in writing within the foregoing fifteen (15) day period, and the other party timely selects its arbitrator, then the arbitrator selected by the other party shall be the sole arbitrator for determining Fair Market Rent. If a third arbitrator is selected, then the decision by a majority of the panel of three arbitrators shall determine Fair Market Rent pursuant to this Section 24.1 has become payable 3.3.
3.3.6 Within thirty (30) days after the selection of the arbitrator pursuant to Section 3.3.4 above, the arbitrator or arbitrators shall determine Fair Market Rent by selecting either the Fair Market Rent stated in Landlord’s Rent Notice or the Fair Market Rent stated in Tenant’s Rent Notice. The determination of the arbitrator or arbitrators shall be limited to the sole issue of whether the Fair Market Rent specified in Landlord’s Rent Notice or Tenant’s Rent Notice is closest to the actual Fair Market Rent as determined by the arbitrator or arbitrators. The arbitrator or arbitrators shall have no power to average such amounts, modify the proposed rent schedules or to designate a Fair Market Rent other than that specified in either Landlord’s Rent Notice or Tenant’s Rent Notice.
3.3.7 Both parties may submit any information to the arbitrator or arbitrators for consideration, with copies to the other party. The arbitrator or arbitrators shall have the right to consult experts and competent authorities for factual information or evidence pertaining to the determination of Fair Market Rent or to conduct a hearing. The arbitrator or arbitrators shall render his, her or their decision by written notice to each party. The determination of the arbitrator or a majority of the panel of three (3) arbitrators shall be final and binding upon Landlord and Tenant. If there is only one arbitrator then each party shall pay fifty percent (50%) of the cost of the arbitration. If there are three arbitrators then each party shall pay the cost of its own arbitrator and fifty percent (50%) of the cost of the third arbitrator.
3.3.8 The award rendered in any such defaultarbitration may be entered in any court having jurisdiction and shall be final and binding between the parties. The arbitration shall be conducted and determined in the City of Seattle, whether Washington, in accord with the then-prevailing commercial arbitration rules of the American Arbitration Association or its successor for arbitration of commercial disputes except that the procedures mandated by said rules shall be modified as set forth in this Section.
3.3.9 If Tenant elects to arbitrate and the arbitration is not concluded prior to the first day of the Extended Term, then Tenant has cured shall pay Base Monthly Rent to Landlord commencing on the first day of the applicable Extended Term in an amount equal to the Fair Market Rent specified in Landlord’s Rent Notice. If the amount of Fair Market Rent as determined by arbitration is greater than or less than the Fair Market Rent specified in Landlord’s Rent Notice, then any adjustment required to correct the amount previously paid shall be made by payment by the appropriate party within ten (10) days after such defaultsdetermination of Fair Market Rent.
Appears in 1 contract
Option to Extend Term. (a) At the expiration of the original five (5) year term the Lease (the "Expiration Date"), Tenant shall have the option (“Extension Option”) to may extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension term of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for one additional period of five (5) years each on (the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on "Second Extended Term"), commencing immediately following the first (1st) day Expiration Date of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2First Extended Term. The Extension Option is not assignable separate and apart from Tenant shall exercise this Lease.
40.3. The Extension Option is conditional upon Tenant option, if at all, by giving Landlord written notice of its election Tenant's intention to exercise the Extension Option do so at least six (6) months but no more than twelve (12) months prior to the end Expiration Date of the expiration of the then-current First Extended Term. Time In no event shall be of the essence as to Tenant’s any purported exercise of any Extension Option. such option by Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that effective if Tenant is in Default default of any material term, covenant, agreement or obligation on its part under any provision of this Lease or during the Required Leases (providedperiod from the date Tenant exercises its option hereunder up to and including the commencement of the Second Extended Term, however, that, for purposes of this Section 40.4(b), Landlord provided that Tenant shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with have received written notice of such Defaults default and then failed to which Landlord is awarecure such default within the applicable cure period. The Second Extended Term shall be upon all the terms and conditions of the Lease, except that Monthly Rent shall be adjusted as set forth in Subparagraph 2(b) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or below.
(b) in The Monthly Rent for the Extended Term shall be the greater of (i) the Monthly Rent payable hereunder for the last full month of the Lease Term immediately preceding 2 commencement of the Second Extended Term, or (ii) the fair market rental for the Premises. In the event that Tenant has defaulted in the performance parties fail to agree upon the amount of its obligations under this Lease three the Monthly Rent for the first year of the Second Extended Term on or before one hundred fifty (3150) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately days prior to the date that Tenant intends to exercise an Extension Optioncommencement thereof, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if Monthly Rent for the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise first twelve (12) months of the Extension OptionExtended Term shall be determined by appraisal in the manner hereinafter set forth, then provided that in no event shall the deadline Monthly Rent for Tenant’s exercise the Extended Term be less than the Monthly Rent payable hereunder for the last full month of the Extension Option Lease term immediately preceding commencement of the Second Extended Term.
(c) In the event it becomes necessary under this Paragraph 2 to determine the fair market monthly rent by appraisal, one hundred fifty (150) days prior to commencement of the Second Extended Term, Landlord and Tenant shall be extended for each appoint a real estate appraiser (MAI or AIREA) who has at least five (5) years experience in appraising commercial real property in the San Jose xxxa. Such appraisers shall each determine the fair market Monthly Rent for the Premises taking into account the value of the Premises and the amenities provided by the Building and prevailing comparable rentals and other relevant factors. Such appraisers shall, within twenty (20) business days after the appointment, complete their appraisal and submit their appraisal report to provide Tenant Landlord and Tenant. If the opportunity to cure such default.
40.5. Except two (2) appraisals of fair market Monthly Rent for the Premises vary by five (5%) percent or less of the higher appraisal, the average of the two shall be the Monthly Rent for the Premises for the first year of the Extended Term, (except as provided in Section 40.4Paragraph 2(b) above.) If said appraisals of fair market Monthly Rent vary by more than five (5%) percent of the higher appraisal, the period of time appraisers, within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because ten (10) days after submission of the provisions of Section 40.4.
40.6last appraisal, shall appoint a third appraiser who shall be a certified real estate appraiser having five (5) years experience appraising commercial real property in the San Jose xxxa. All of Such third appraiser shall, within twenty (20) business days after its appointment, determine by appraisal the fair market Monthly Rent for the Premises, taking into account the same factors referred to above, and submit his appraisal report to Landlord and Tenant’s rights under . The fair market Monthly Rent determined by the provisions third appraiser for the Premises shall be averaged with whichever of the Extension Option other two appraised values is closest to that determined by the third appraiser, and the average thereof shall terminate and be of no further force or effect even after Tenant’s due and timely exercise the Monthly Rent for the first year of the Extension Option if, after such exercise, but prior Second Extended Term (provided that if the third appraiser's value is equally close to the commencement date of other two appraised values, the new termfair market Monthly Rent shall be as determined by the third appraiser), (asubject to Paragraph 2(b) above. If either Landlord or Tenant fails to pay appoint an appraiser, or if an appraiser appointed by either of them fails, after his appointment, to submit his appraisal within the required period in accordance with the foregoing, the appraisals submitted by the appraiser properly appointed and timely submitting his appraisal shall be controlling. If the two appraisers appointed by Landlord and Tenant are unable to agree upon a monetary obligation of Tenant for a third appraiser, within the required period of in accordance with the foregoing, application shall be made within twenty (20) days after written notice from thereafter by either Landlord to Tenant, (b) or Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date nearest office of the extended Term (unless Tenant is diligently prosecuting to completion American Arbitration Association, which shall appoint a licensed appraiser satisfying the requirements set forth above. Each Party shall pay its own real estate appraiser, and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable the parties shall evenly share the cost for any such default, whether or not Tenant has cured such defaultsthe third appraiser.
Appears in 1 contract
Samples: Lease (Verilink Corp)
Option to Extend Term. a. Option to Extend Term.
(i) Landlord hereby grants to Tenant shall have the ONE ( 1 ) option (“Extension the "Option”") to extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5an additional consecutive term of FIVE ( 5 ) years each (the "Extension"), on the same terms and conditions as this set forth in the Lease. Basic Annual , except the Monthly Base Rent shall be the amount determined and adjusted on as set forth below. The Option shall be exercised only by written notice delivered to Landlord at least one hundred eighty (180) days, but not more than two hundred seventy (270) days before the first (1st) day expiration of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2Term of the Lease. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon If Tenant giving fails to deliver Landlord written notice of its election the exercise of the Option within the time period prescribed above, such Option shall lapse, and there shall be no further right to extend the Term of the Lease. The Option shall be exercisable by Tenant on the express conditions that (i) at the time of the exercise the Extension Option of such Option, and thereafter at least twelve (12) months all times prior to the end commencement of the expiration such Extension, an Event of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant Default shall not have occurred under the right to exercise the Extension Option: Lease and (aii) during any time that Tenant is in Default under any provision of this Lease has not been ten (10) or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) more days late in the event that Tenant has defaulted in the performance payment of its obligations under this Lease Rent more than a total of three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve Term of the Lease. If Tenant properly exercises an Option, "Term", as used herein and in the Lease, shall be deemed to include the Extension.
(12)-month period immediately ii) The Option is personal to Xxxxx, CRL Systems, Inc. If Tenant subleases any portion of the Premises or assigns or otherwise transfers any interest under the Lease prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s Option shall be void. If Tenant subleases any portion of the Premises or assigns or otherwise transfers any interest of Tenant under the Lease after the exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exerciseOption, but prior to the commencement date of the new termExtension, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to Option shall be void and the commencement date Term of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or shall expire as if the Option were not Tenant has cured such defaultsexercised.
Appears in 1 contract
Samples: Lease (Circuit Research Labs Inc)
Option to Extend Term. 2.4.1 Landlord grants to Tenant shall have one (1) Option (the option (“Extension "Option”") to extend the Term for an additional term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each (the "Extension"), on the same terms terms, conditions, and conditions covenants set forth in the Lease, except as this Leaseprovided below. Basic Annual Rent The Option shall be adjusted on exercised only by written notice delivered to Landlord at least one hundred eighty (180) days prior to the first (1st) day expiration of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2Term. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon If Tenant giving fails to deliver to Landlord written notice of its election the exercise of an Option within the prescribed time period, such Option shall lapse, and there shall be no further right of Tenant to exercise extend the Extension Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension The Option shall be extended for five (5) days to provide exercisable by Tenant only upon the opportunity to cure such default.
40.5. Except as provided in Section 40.4express conditions precedent that, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but at all times prior to the commencement date of the new termsuch Extension, (a) Tenant fails to pay to Landlord a monetary obligation has not been and shall not be in default under any of Tenant for a period the provisions of twenty (20) days after written notice from Landlord to Tenantthe Lease, and (b) the Lease shall be in full force and effect. The foregoing Option is personal to Tenant fails and may not be exercised by any assignee or subtenant of Tenant.
2.4.2 The Fixed Rent shall be increased on the first day of the Extension to commence the "Fair Rental Value of the Premises" (as defined below), determined in the following manner:
(a) Landlord and Tenant shall endeavor in good faith upon Tenant's exercise of the Option to cure a default (other than a monetary default) agree upon the Fair Rental Value of the Premises. If Landlord and Tenant have not been able to agree on the Fair Rental Value of the Premises within thirty (30) days after Tenant's exercise of the date Option, the Fixed Rent for the Extension shall be determined as follows: within forty five (45) days following the exercise of the Option, Landlord gives and Tenant shall endeavor in good faith to agree upon a single appraiser. If Landlord and Tenant are unable to agree upon a single appraiser within the 45 day period, each shall then, by written notice to the other, within ten days after the 45 day period, appoint one appraiser. Within ten (10) days after the two appraisers are appointed, the two appointed appraisers shall appoint a third appraiser. If either Landlord or Tenant fails to appoint its respective appraiser within the prescribed time period, the single appraiser appointed shall determine the Fair Rental Value of the Premises. If the two appointed appraisers fail to agree on the third appraiser, the third appraiser shall be appointed by the then-president of the Seattle, Washington Chapter of the Appraisal Institute. Each party shall bear the cost of the appraiser appointed by it, and the parties shall share equally the cost of the third appraiser.
(b) The term "Fair Rental Value of the Premises" shall mean the rent that a ready and willing tenant would pay, at the time of the commencement of the Extension, as monthly Fixed Rent to a ready and willing lessor of property comparable to the Premises, if such property were exposed for lease on the open market for a reasonable period of time, and taking into account all of the purposes for which such property may be used, and not just the use proposed to be made of the property by Tenant. Currently, 6,000 square feet of the Premises is built out as office space. If, at the time of the Extension, Tenant is using only 4,000 square feet of the office space within the Premises as office space, then the Fair Rental Value of the Premises will be calculated based on the use of 2,000 square feet of the office space within the Premises as warehouse space. If, however, Tenant is using more than 4,000 square feet of office space as office space, the Fair Rental Value of the Premises will be calculated using office rental rates for the full 6,000 square feet. The Fair Rental Value of the Premises shall be the average of the two of the three appraisals which are closest in amount, and the third appraisal shall be disregarded. In no event shall the Fixed Rent be reduced by reason of such default, (c) Tenant commences to cure a default (other than a monetary default) but does computation. If the Fair Rental Value of the Premises is not prosecute to completion determined prior to the commencement date of the extended Term Extension, then Tenant shall continue to pay to Landlord the Fixed Rent applicable to the Premises immediately prior to the Extension, until the Fair Rental Value of the Premises is determined, and when it is determined, Tenant shall pay to Landlord within ten (unless 10) days after receipt of written notice the difference between the Fixed Rent actually paid by Tenant is diligently prosecuting to completion Landlord and merely needs additional time), or (d) Tenant has defaulted the new Fixed Rent determined under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults2.4.
Appears in 1 contract
Samples: Lease Agreement (Zones Inc)
Option to Extend Term. 30.01 Landlord hereby grants to Tenant shall have the option (“Extension Option”) to extend the Term term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1with respect to all, but not part of the Demised Premises, for one (1) five-year option. Tenant shall have two (2) consecutive options The option to extend will be exercised by Tenant's giving written notice to Landlord not less than six (6) months prior to the Term expiration of the original term, or the extended term, as the case may be, and Tenant's failure to so notify Landlord will be considered a forfeiture by Tenant of this option, provided, however, that if at the time (a) Tenant exercises its option or (b) an extended term is to commence, Tenant is in default hereunder, beyond any applicable notice and cure periods, and Tenant has received notice (if notice is required) of default and (i) such default has not been cured or (iii) the time to cure such default has expired, then and in any such event Landlord may deny Tenant its rights under this Article. This option may not be exercised Lease for five (5) years each on the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart CMT 103001.wpd separately from this Lease.
40.3. 30.02 The Extension Option is conditional extended term will be upon the same terms, covenants and conditions as provided in this Lease including the obligation of Tenant giving Landlord written notice to pay Operating Expenses in excess of its election those incurred during the Base Year and Additional Rent for the term, except:
(a) there will not be any further option to exercise extend the Extension Option Term at least twelve (12) months prior to the end of the expiration of the then-current Term. Time extended term; and
(b) Tenant will pay to Landlord as Fixed Rent during each year of the extended terms an amount equal to the Fair Rental Value (as hereinafter defined of the Demised Premises).
30.03 For purposes of this Article, the Fair Rental Value of the Demised Premises, or any portion thereof, shall be the amount a willing tenant would pay to a willing Landlord (neither party being forced to lease or rent and taking into account the terms of the essence as Lease, including the Base Year for computing increases in Operating Expenses and that increases in the Operating Expenses shall continue to be paid by Tenant’s exercise . Landlord and Tenant shall each, promptly after Landlord's receipt of any Extension Option. Tenant assumes full responsibility for maintaining Tenant's notice of election to extend, appoint an appraiser, who shall be a record member of the deadlines to exercise any Extension OptionAmerican Institute of Real Estate Appraisers (M.A.I.) or a licensed real estate appraiser. Tenant acknowledges that it would If the value determined by the appraiser arriving at the higher value ("HIGHER VALUE") shall be inequitable to require Landlord to accept any exercise less than 110% of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40value determined by the appraiser arriving at the lower value ("LOWER VALUE"), Tenant the average of the two values shall not have be the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (Fair Rental Value; provided, however, thatif the Higher Value shall be more than 110% of the Lower Value, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord two appraisers shall promptly provide Tenant appoint a third appraiser with written notice of the foregoing qualifications who shall also ascertain such Defaults value ("THIRD APPRAISER") (if the appraisers are unable to which Landlord is awareagree on a third appraiser, such third appraiser shall be appointed by the New Jersey Superior Court Assignment Judge for Xxxxxx County acting in a non-judicial capacity) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (bi) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before Third Appraisal shall fall between the deadline for Tenant’s exercise of Higher Value and the Extension OptionLower Value, then the deadline for Tenant’s exercise determination of the Extension Option Third Appraiser shall be extended the Fair Rental Value (ii) if the Third Appraisal shall be greater than the Higher Value, then the Higher Value shall be the Fair Rental Value and (iii) if the Third Appraisal shall be less than the Lower Value then the Lower Value shall be the Fair Rental Value. Landlord and Tenant shall each be responsible for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, fees and expenses of its appraiser and shall be equally responsible for the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because fees of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after third appraiser if such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.is
Appears in 1 contract
Option to Extend Term. (a) Landlord hereby grants to original Tenant shall have the option (“Extension Option”) to extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have for two (2) consecutive options to extend the Term additional terms (each, an “Option Term”) of this Lease for five (5) years each on upon and subject to the same terms and conditions as set forth in this Lease. Basic Annual Rent shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2Section. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord shall be exercised, if at all, by written notice of its election given to exercise the Extension Option at least Landlord no more than fifteen (15) months and no less than twelve (12) months prior to the end Expiration Date of the expiration Term (or the First Option Term, in the case of the then-current Term. Time shall be exercise of the essence as to Tenant’s exercise of any second Extension Option). If Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise exercises an Extension Option, whether or not Tenant has cured each of the terms, covenants and conditions of this Lease (including responsibility for repair and maintenance of the Premises and responsibility for payment of Impositions) shall apply during the Option Term as though the expiration date of such defaultsOption Term was the date originally set forth herein as the Expiration Date of the Term, provided that
(i) the Base Rent to be paid during the applicable Option Term shall be the Prevailing Market Rental (as hereinafter defined) for the Premises for the applicable Option Term, (ii) the Expiration Date for this Lease shall become the expiration date for the applicable Option Term; and (iii) there shall be no additional option terms following the second Option Term. Notwithstanding Anything contained herein to the foregoingcontrary notwithstanding, if the nature of such Tenant is in monetary or material nonmonetary default is such that it could reasonably be cured before the deadline for Tenant’s exercise under any of the Extension Optionterms, then covenants or conditions of this Lease either at the deadline for Tenant’s exercise of time Tenant exercises the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of or at any time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but thereafter prior to the commencement date of the new termOption Term (in either event beyond any applicable notice and cure periods), Landlord shall have, in addition to all of Landlord’s other rights and remedies provided in this Lease, the right to terminate the Extension Option upon notice to Tenant. As used herein, the term “Prevailing Market Rental” for the Premises shall mean the Base Rent that Landlord could obtain for the Option Term from a third party desiring to lease the Premises for the Option Term taking into account (1) the quality and condition of the Building and the Premises, (a2) Tenant fails to pay to Landlord a monetary obligation the services provided under the terms of Tenant for a period of twenty (20) days after written notice from Landlord to Tenantthis Lease, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) the responsibility for repair and maintenance of the Premises and responsibility for payment of Impositions as set forth herein, (3) the base rent and all other monetary payments then being obtained for new leases of space comparable to the Premises in the Building or, in the event that no other rentable areas of the Building are leased to other tenants, other buildings of comparable quality and condition as the Building and having comparable uses and located in the vicinity of the Building, and the services and allocation of responsibility for repair and maintenance and payment of taxes under such other leases, and (4) allowances for the construction of tenant improvements provided for such comparable space, the payment of leasing commissions or more times moving expenses, rental abatement concessions, if any, being granted such tenants in connection with such comparable space, and a service or late charge under Section 24.1 has become payable for any other reasonable monetary and nonmonetary tenant inducements being granted such default, whether or not Tenant has cured tenants in connection with such defaultscomparable space.
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Option to Extend Term. (a) Landlord hereby grants to original Tenant shall have the option (“Extension Option”) to extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have for two (2) consecutive options to extend the Term additional terms (each, an “Option Term”) of this Lease for five (5) years each on upon and subject to the same terms and conditions as set forth in this Lease. Basic Annual Rent shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2Section. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord shall be exercised, if at all, by written notice of its election given to exercise the Extension Option at least Landlord no more than fifteen (15) months and no less than twelve (12) months prior to the end Expiration Date of the expiration Term (or the First Option Term, in the case of the then-current Term. Time shall be exercise of the essence as to Tenant’s exercise of any second Extension Option). If Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise exercises an Extension Option, whether or not Tenant has cured each of the terms, covenants and conditions of this Lease (including responsibility for repair and maintenance of the Premises and responsibility for payment of Impositions) shall apply during the Option Term as though the expiration date of such defaultsOption Term was the date originally set forth herein as the Expiration Date of the Term, provided that (i) the Base Rent to be paid during the applicable Option Term shall be the Prevailing Market Rental (as hereinafter defined) for the Premises for the applicable Option Term, (ii) the Expiration Date for this Lease shall become the expiration date for the applicable Option Term; and (iii) there shall be no additional option terms following the second Option Term. Notwithstanding Anything contained herein to the foregoingcontrary notwithstanding, if the nature of such Tenant is in monetary or material non-monetary default is such that it could reasonably be cured before the deadline for Tenant’s exercise under any of the Extension Optionterms, then covenants or conditions of this Lease either at the deadline for Tenant’s exercise of time Tenant exercises the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of or at any time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but thereafter prior to the commencement date of the new termOption Term (in either event beyond any applicable notice and cure periods), Landlord shall have, in addition to all of Landlord’s other rights and remedies provided in this Lease, the right to terminate the Extension Option upon notice to Tenant. As used herein, the term “Prevailing Market Rental” for the Premises shall mean the Base Rent that Landlord could obtain for the Option Term from a third party desiring to lease the Premises for the Option Term taking into account (1) the quality and condition of the Building and the Premises, (a2) Tenant fails to pay to Landlord a monetary obligation the services provided under the terms of Tenant for a period of twenty (20) days after written notice from Landlord to Tenantthis Lease, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) the responsibility for repair and maintenance of the Premises and responsibility for payment of Impositions as set forth herein, (3) the base rent and all other monetary payments then being obtained for new leases of space comparable to the Premises in the Building or, in the event that no other rentable areas of the Building are leased to other tenants, other buildings of comparable quality and condition as the Building and having comparable uses and located in the vicinity of the Building, and the services and allocation of responsibility for repair and maintenance and payment of taxes under such other leases, and (4) allowances for the construction of tenant improvements provided for such comparable space, the payment of leasing commissions or more times moving expenses, rental abatement concessions, if any, being granted such tenants in connection with such comparable space, and a service or late charge under Section 24.1 has become payable for any other reasonable monetary and nonmonetary tenant inducements being granted such default, whether or not Tenant has cured tenants in connection with such defaultscomparable space.
Appears in 1 contract
Option to Extend Term. Landlord hereby grants to Tenant shall have the one (1) option (“Extension Option”) to extend the initial Lease Term for a period of this Lease as to five (5) years (the entire Premises (and no less than the entire Premises) upon "Extended Term"), on the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. (a) Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each on the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving give Landlord written notice of its election exercise of the option to exercise extend the Extension Option at least twelve Lease Term no earlier than nine (129) months prior to nor later than six (6) months before the date the Lease Term would end but for said exercise. Time is of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraphessence.
40.4. Notwithstanding anything contained in (b) Tenant may not extend the Lease Term pursuant to this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Paragraph 3.5 if Tenant is in Default under material default of any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each as of such defaults during the twelve (12)-month period immediately prior to the date that of Tenant's notice of exercise of the option (and such default has not been cured within the cure or grace period, if any, applicable to such default), or if Tenant intends to exercise an Extension Optionshall have assigned or otherwise transferred its interest in this Lease and/or the Premises, whether or not Landlord's consent to such assignment or transfer has been given, to any third party other than an Affiliate of Tenant has cured (as described in Paragraph 24.5 below). If Tenant is in default under this Lease on the date that the applicable Extended Term is to commence, then Landlord may elect to terminate this Lease, notwithstanding any notice given by Tenant of an exercise of its option to extend and such defaultsexercise of Tenant's option to extend the Lease Term shall be void and of no force or effect.
(c) All terms and conditions of this Lease shall apply during the Extended Term, except that the monthly base Rent for the Extended Term shall be determined in accordance with Paragraph 4.4 below, Tenant shall have no further options to extend the Lease Term beyond the Extended Term described in this Paragraph 3.5 and Landlord shall have no obligation to construct or install any tenant improvements in the Premises for the benefit of the Tenant.
(d) Once Tenant delivers notice of its exercise of the option to extend the Lease Term, Tenant may not withdraw such exercise and, subject to the provisions of this Paragraph 3.5, such notice shall operate to extend the Lease Term. Notwithstanding The preceding to the foregoingcontrary notwithstanding, if the nature Rent payable during the Extended Term is determined pursuant to Paragraph 4.4(b) below, and Tenant objects to the amount of such default Rent as determined pursuant to such Paragraph 4.4(b), then Tenant may elect to rescind its extension notice by delivering to Landlord, within ten (10) days following the date Tenant is such that it could reasonably be cured before the deadline for Tenant’s exercise informed of the Extension Optionamount of Rent determined pursuant to Paragraph 4.4(b), (i) written notice of rescission, and (ii) an amount equal to the sum of (1) an amount equal to the appraisal costs paid or incurred by Landlord pursuant to the provisions of Paragraph 4.4(b) below, plus (2) the product obtained by multiplying (x) the monthly base Rent determined pursuant to Paragraph 4.4(b), by (y) six (6) (such sum being hereinafter referred to as the "Rescission Fee"). In the event such rescission notice is timely given and payment of such Rescission Fee is timely made, then the deadline for Tenant’s exercise Lease Term shall expire on the date the Lease Term would otherwise have expired had Tenant not exercised its option to extend the Lease Term. Time is of the Extension Option essence with respect to the delivery of the rescission notice and Rescission Fee. If Tenant does not deliver such rescission notice and Rescission Fee to Landlord within the ten (10) day period referred to above, then Tenant shall be extended for five (5) days deemed to provide Tenant have waived its right to rescind the opportunity extension notice. Upon the extension of the Lease Term pursuant to cure such default.
40.5. Except as provided in Section 40.4this Paragraph 3.5, the period term "Term" as used in this Lease shall thereafter include the Extended Term and the Ending Date of time within which Tenant may exercise an Extension Option this Lease shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement expiration date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior Extended Term unless sooner terminated pursuant to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaultsterms hereof.
Appears in 1 contract
Samples: Net Lease Agreement (Integrated Device Technology Inc)
Option to Extend Term. Tenant shall have the option (“Extension Option”) to extend the Term of this Lease by five (5) years as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension the Option shall be on all the same terms and conditions as this Lease, except as follows:
40.142.1 Base Rent and increases of Base Rent during the Option term shall equal the fair market value (“FMV”). If Landlord and Tenant cannot agree on the FMV within thirty (30) days after Landlord’s receipt of an Option Notice (as defined below), they shall mutually agree on a third party real estate broker with at least ten (10) years’ experience in the leasing of life science properties in the San Diego, California, area, who shall determine the FMV, which determination shall be binding on Landlord and Tenant. Landlord and Tenant shall have two each pay one-half (21/2) consecutive options to extend of the Term cost of this Lease for five (5) years each on the same terms and conditions as this Leasebroker. Basic Annual Rent FMV shall be adjusted on defined as the first amount of rent that a well-informed tenant, willing (1stbut not obliged) day of to lease the extension term Premises, would pay, and each annual anniversary date thereof that a well-informed landlord, willing (but not obliged) to lease to a tenant, would accept, taking into consideration (y) all uses to which the Premises are adapted and might in accordance with Article 6reason be applied and (z) the then-market terms being offered in the Xxxxxx Xxxxx submarket for premises reasonably comparable to the Premises.
40.2. 42.2 The Extension Option is not assignable separate and apart from this Lease.
40.3. 42.3 The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve nine (129) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension the Option after the date provided for in this paragraphSection.
40.4. 42.4 Notwithstanding anything contained in this Article 40to the contrary, Tenant shall not have the right to exercise the Extension Option: :
(a) during any During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in Default default under any provision provisions of this Lease or and continuing until Tenant has cured the Required Leases specified default to Landlord’s reasonable satisfaction; or
(b) At any time after any Default as described in Article 31 of the Lease (provided, however, that, for purposes of this Section 40.4(bSubsection 42.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is awareDefault) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or or
(bc) in In the event that Tenant has defaulted in the performance of its obligations under this Lease three two (32) or more times and a service or late charge has become payable under Section 24.1 31.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension the Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the 42.5 The period of time within which Tenant may exercise an Extension the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.442.4.
40.6. 42.6 All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, default or (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three two (32) or more times and a service or late charge under Section 24.1 31.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 1 contract
Samples: Lease (aTYR PHARMA INC)
Option to Extend Term. Tenant shall have the option (“Extension "Option”") to extend the Term of this Lease by five (5) years as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension the Option shall be on all the same terms and conditions as this Lease, except as follows:
40.142.1. Base Rent at the commencement of the Option term shall equal the greater of(a) one hundred three percent (103%) of the then-current Base Rent and (b) the then-current fair market value for comparable office and laboratory space in the Peninsula submarket of comparable age, quality, level of finish and proximity to amenities and public transit ("FMV"), and in each case shall be further increased on each annual anniversary of the Option term commencement date by three percent (3%). Tenant may, no more than fifteen (15) months prior to the date the Term is then scheduled to expire (and no less than twelve (12) months prior to the date upon which the Term is then scheduled to expire), request Landlord's estimate of the FMV for the Option term. Landlord shall, within fifteen (15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice shall specifY whether Tenant accepts Landlord's proposed estimate of FMV. If Tenant does not accept the FMV, then the parties shall endeavor to agree upon the FMV, taking into account all relevant factors, including (v) the size of the Premises, (w) the length of the Option term, (x) rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent, tenant improvement allowances and moving allowances, (y) Tenant's creditw01ihiness and (z) the quality and location of the Building and the Project. In the event that the parties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, then either party may request that the same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Peninsula laboratory/research and development leasing submarket (the "Baseball Arbitrator") shall be selected and paid for jointly by Landlord and Tenant. If Landlord and Tenant are unable to agree upon the Baseball Arbitrator, then the same shall be designated by the local chapter of the Judicial Arbitration and Mediation Services or any successor organization thereto (the "JAMS"). The Baseball Arbitrator selected by the parties or designated by JAMS shall (y) have at least ten (I 0) years' experience in the leasing of laboratory/research and development space in the Peninsula submarket and (z) not have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) years prior to appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball Arbitrator and to the other party its determination of the FMV. The Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) consecutive options FMV determinations more closely represents the actual FMV. The arbitrator may not select any other FMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Option term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to extend the Term Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease for five (5) years each on specifying the same terms and conditions as this Leaseamount of Base Rent to be paid during the Option term. Basic Annual Rent shall be adjusted on the first (1st) day Any failure of the extension term and each annual anniversary date thereof in accordance with Article 6parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section.
40.242.2. The Extension Option is not assignable separate and apart from this Lease.
40.342.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s 's exercise of any Extension the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension the Option after the date provided for in this paragraphSection.
40.442.4. Notwithstanding anything contained in this Article 40to the contrary, Tenant shall not have the right to exercise the Extension Option: :
(a) during any During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in Default default under any provision provisions of this Lease or and continuing until Tenant has cured the Required Leases specified default to Landlord's reasonable satisfaction; or
(b) At any time after any Default as described in Article 31 of the Lease (provided, however, that, for purposes of this Section 40.4(b42.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is awareDefault) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or or
(bc) in In the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension the Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.542.5. Except as provided in Section 40.4, the The period of time within which Tenant may exercise an Extension the Option shall not be extended or enlarged by reason of Tenant’s 's inability to exercise such Extension Option because of the provisions of Section 40.442.4.
40.642.6. All of Tenant’s 's rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s 's due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, default or (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted Defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 31.1 has become payable for any such defaultDefault, whether or not Tenant has cured such defaults.
Appears in 1 contract
Samples: Lease Agreement (Natera, Inc.)
Option to Extend Term. Tenant shall have the option (“Extension Option”) to extend the Term term of this Lease as with respect to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension any one or more of the Term pursuant Buildings, on a Building by Building basis (provided, however, that notwithstanding any other provisions of this Section 2.6, if the Connector Bridge is constructed as contemplated in Section 1.1(a) of this Lease and if Tenant elects to any Extension Option shall be on all exercise this extension option with respect to one but not both of the same terms and conditions Phase I Buildings, then Landlord's election regarding removal of the Connector Bridge by Landlord at Tenant's expense, as provided in Section 12.2(c) of this Lease, except shall be exercisable in Landlord's discretion either at the expiration of this Lease with respect to the Phase I Building for which the extension option was not exercised or at the expiration of this Lease with respect to the Phase I Building for which the extension option was exercised), at the Minimum Rental set forth in Section 3.1(b) and (c) (as follows:
40.1. Tenant shall have applicable) and otherwise upon all the terms and provisions set forth herein with respect to the initial term of this Lease, for up to two (2) consecutive options to extend the Term additional periods of this Lease for five (5) years each on each, the same terms first commencing upon the expiration of the initial term hereof and conditions the second (applicable only to the Building or Buildings as this Leaseto which a first extended term has been duly elected) commencing upon the expiration of such first extended term, if any. Basic Annual Rent Exercise of such option with respect to the first such extended term shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord by written notice of its election to exercise the Extension Option Landlord at least nine (9) months and not more than twelve (12) months prior to the end expiration of the initial term hereof; exercise of such option with respect to the second extended term, if the first extension option has been duly exercised, shall be by like written notice to Landlord at least nine (9) months and not more than twelve (12) months prior to the expiration of the then-current Termfirst extended term hereof. Time If Tenant is in default hereunder on the date of such notice or on the date any extended term is to commence, then the exercise of the option shall be of no force or effect, the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record extended term shall not commence and this Lease shall expire at the end of the deadlines then current term hereof (or at such earlier time as Landlord may elect pursuant to exercise any Extension Optionthe default provisions of this Lease). If Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for properly exercises one or more extension options under this Section, then all references in this paragraph.
40.4. Notwithstanding anything contained Lease (other than in this Article 40Section 2.6) to the "term" of this Lease shall be construed to include the extension term(s) thus elected by Tenant. Except as expressly set forth in this Section 2.6, Tenant shall not have the no right to exercise extend the Extension Option: (a) during any time that Tenant is in Default under any provision term of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of beyond its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such defaultprescribed term.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 1 contract
Samples: Sublease (Prothena Corp PLC)
Option to Extend Term. The following paragraphs are hereby added to the Lease as Paragraphs 52.1 through 52.4.
13.1 So long as Tenant (or a permitted assignee or sublessee) is the Tenant hereunder, Tenant shall have the one option (“Extension Option”) to extend the Term term of this Lease as with respect to the entire entirety of the Premises then subject to the Lease for a period of three (and no less than 3) years from the entire Premises) upon Lease Term Expiration Date (the “Extension Period”), subject to the following terms and conditions. Any extension of the Term pursuant :
(a) The option to any Extension Option extend shall be on all the same terms and conditions as this Leaseexercised, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each on the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord if at all, by written notice of its election exercise given to exercise the Extension Option at least Landlord by Tenant not more than twelve (12) months nor less than nine (9) months prior to the end of Term Expiration Date;
(b) Anything herein to the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40contrary notwithstanding, Tenant shall not have the right to exercise the Extension Option: (a) during any time that if Tenant is in Default default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Optionmaterial terms, then the deadline for Tenant’s exercise covenants or conditions of the Extension Option shall be extended for five (5) days to provide Lease, either at the time Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended exercises either extension option or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to on the commencement date of the new termExtension Period then Landlord shall have, (a) Tenant fails in addition to pay all of Landlord’s other rights and remedies provided in this Lease, the right to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written terminate such option to extend upon notice from Landlord to Tenant.
13.2 In the event the applicable option is exercised in a timely fashion, (b) Tenant fails to commence to cure a default (other than a monetary default) within the Lease shall be extended for the term of the applicable extension period upon all of the terms and conditions of this Lease, provided that the Base Rent for the Extension Period shall be the “Fair Market Rent” for the Premises, determined as set forth below, with annual increases as determined as part of the process set forth below.
13.3 Within thirty (30) days after receipt of Tenant’s notice of exercise, Landlord shall notify Tenant in writing of Landlord’s good faith estimate of the Base Rent for the first year of the applicable extension period, and Landlord’s estimate of annual increases, if any. For purposes hereof, “Fair Market Rent” shall mean collectively, (1) Base Rent for the first year of the Extension Period and (2) the annual increases determined at the time Base Rent for the first year is determined. Within thirty (30) days after receipt of such notice from Landlord, Tenant shall have the right either to (i) accept Landlord’s estimate of Fair Market Rent or (ii) elect to arbitrate Landlord’s estimate of Fair Market Rent, such arbitration to be conducted pursuant to the provisions hereof. Failure on the part of Tenant to require arbitration of Fair Market Rent within such thirty (30) day period shall constitute acceptance of the Fair Market Rent for the Extension Period as calculated by Landlord. If Tenant elects arbitration, the arbitration shall be concluded within ninety (90) days after the date Landlord gives notice of Tenant’s election, subject to Tenant of such default, extension for an additional thirty (c30) Tenant commences to cure day period if a default (other than a monetary default) but third arbitrator is required and does not prosecute to completion act in a timely manner. To the extent that arbitration has not been completed prior to the commencement date expiration of any preceding period for which Base Rent has been determined, Tenant shall pay Base Rent at the extended Term (unless Tenant rate calculated by Landlord, with the potential for an adjustment to be made once Fair Market Rent is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaultsultimately determined by arbitration.
Appears in 1 contract
Option to Extend Term. (a) Landlord hereby grants to Tenant shall have the option (“Extension Option”) to extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term for a period of this Lease for five (5) years years, each on the same terms and conditions as this Lease. Basic Annual Rent shall such option to be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon exercised by Tenant giving Landlord written notice of its election exercise to exercise Landlord in the Extension Option manner provided in this Lease at least twelve one hundred eighty (12180) months days prior to the end of (but not more than two hundred ten (210) days prior to) the expiration of the then-current Term, as it may have been previously extended. Time shall No extension option may be exercised by Tenant if an Event of Default has occurred and is then continuing or any facts or circumstances then exist which, with the giving of notice or the passage of time, or both, would constitute an Event of Default either at the time of exercise of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of option or at the deadlines to exercise any Extension Option. Tenant acknowledges that it time the applicable Term would be inequitable to require Landlord to accept any exercise of any Extension Option after otherwise have expired if the date provided for in this paragraphapplicable option had not been exercised.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in If Tenant exercises its option[s] to extend the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension OptionTerm, whether or not Tenant has cured such defaults. Notwithstanding the foregoingLandlord shall, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives receipt of Tenant's notice of exercise, notify Tenant in writing of Landlord's reasonable determination of the Base Rent for the Demised Premises (including any space added thereto pursuant to Special Stipulation 1), which amount shall be based on the greater of (i) the market rate for such space or (ii) the Annual Base Rent rate in effect during the last year of the Term. Tenant shall have thirty (30) days from its receipt of Landlord's notice to notify Landlord in writing that Tenant does not agree with Landlord's determination of the Base Rent and that Tenant elects to determine the Prevailing Market Rate (as defined and calculated below). If Tenant does not notify Landlord of such defaultelection within thirty (30) days of its receipt of Landlord's notice, (c) Tenant commences Base Rent for the Demised Premises for the applicable extended term shall be the Base Rent set forth in Landlord's notice to cure Tenant. The phrase "Prevailing Market Rate" shall mean the then prevailing market rate for base minimum rental calculated on a default (other than a monetary default) but does not prosecute to completion prior per square foot basis for leases covering buildings comparable to the commencement date Building (as adjusted for any variances between such buildings and the Building) located in the area of Memphis, Tennessee (hereinafter referred to as the "Market Area"). The Prevailing Market Rate shall be determined by an appraisal procedure as follows: In the event that Tenant notifies Landlord that Tenant disagrees with Landlord's determination of the extended market rate and that Tenant elects to determine the Prevailing Market Rate, then Tenant shall specify, in such notice to Landlord, Tenant's selection of a real estate appraiser who shall act on Tenant's behalf in determining the Prevailing Market Rate. Within twenty (20) days after Landlord's receipt of Tenant's selection of a real estate appraiser, Landlord, by written notice to Tenant, shall designate a real estate appraiser, who shall act on Landlord's behalf in the determination of the Prevailing Market Rate. Within twenty (20) days of the selection of Landlord's appraiser, the two (2) appraisers shall render a joint written determination of the Prevailing Market Rate, which determination shall take into consideration any differences between the Building and those buildings comparable to the Building located in the Market Area, including without limitation age, location, setting and type of building. If the two (2) appraisers are unable to agree upon a joint written determination within said twenty (20) day period, the two appraisers shall select a third appraiser within such twenty (20) day period. Within twenty (20) days after the appointment of the third appraiser, the third appraiser shall render a written determination of the Prevailing Market Rate by selecting, without change, the determination of one (1) of the original appraisers as to the Prevailing Market Rate and such determination shall be final, conclusive and binding. All appraisers selected in accordance with this subparagraph shall have at least ten (10) years prior experience in the commercial leasing market of the Market Area and shall be members of the American Institute of Real Estate Appraisers or similar professional organization. If either Landlord or Tenant fails or refuses to select an appraiser, the other appraiser 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 paragraph. Landlord shall bear the fee and expenses of its appraiser; Tenant shall bear the fee and expenses of its appraiser; and Landlord and Tenant shall share equally the fee and expenses of the third appraiser, if any. Notwithstanding anything to the contrary contained herein, in the event the Prevailing Market Rate as determined herein is less than the Annual Base Rent in effect during the last year of the Term, the Base Rent during the applicable extension Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaultsshall equal the Annual Base Rent in effect during the last year of the Term.
Appears in 1 contract
Option to Extend Term. Tenant shall have the option two (2) options (each, an “Extension Option”) to extend the Term of this Lease by five (5) years each as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension an Option shall be on all the same terms and conditions as this Lease, except as follows:
40.142.1. Tenant Base Rent at the commencement of each Option term shall have two (2) consecutive options equal the then-current fair market value for comparable office and laboratory space in the East Cambridge submarket of comparable age, quality, level of finish and proximity to extend amenities and public transit, and containing the Term of this Lease for five (5) years each on systems and improvements present in the same terms and conditions Premises as this Lease. Basic Annual Rent shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon that Tenant giving gives Landlord written notice of its Tenant’s election to exercise such Option (“FMV”), and in each case shall be increased on each annual anniversary of the Extension Option at least term commencement date by three percent (3%). Tenant may, no more than twelve (12) months prior to the end date the Term is then scheduled to expire, request Landlord’s estimate of the expiration FMV for the next Option term. Landlord shall, within fifteen (15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise an Option, such notice shall specify whether Tenant accepts Landlord’s proposed estimate of FMV. If Tenant does not accept the FMV, then the parties shall endeavor to agree upon the FMV, taking into account all relevant factors, including (v) the size of the then-current Term. Time shall be Premises, (w) the length of the essence Option term, (x)rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as to free rent, tenant improvement allowances and moving allowances, (y) Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record creditworthiness and (z) the quality and location of the deadlines to exercise any Extension OptionBuilding and the Project. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in In the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during parties are unable to agree upon the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising an Option, then either party may request that the date same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the East Cambridge laboratory/research and development leasing submarket (the “Baseball Arbitrator”) shall be selected and paid for jointly by Landlord gives notice and Tenant. If Landlord and Tenant are unable to agree upon the Baseball Arbitrator, then the same shall be designated by the local chapter of the Judicial Arbitration and Mediation Services or any successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the parties or designated by JAMS shall (y) have at least ten (10) years’ experience in the leasing of laboratory/research and development space in the East Cambridge submarket and (z) not have been employed or retained by either Landlord or Tenant or any affiliate of such default, either for a period of at least ten (c10) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion years prior to appointment pursuant hereto. Each of Landlord and Tenant shall submit to the commencement date Baseball Arbitrator and to the other party its determination of the extended Term (unless FMV. The Baseball Arbitrator shall grant to Landlord and Tenant is diligently prosecuting a hearing and the right to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.submit
Appears in 1 contract
Samples: Lease (Cyclerion Therapeutics, Inc.)
Option to Extend Term. Landlord and Tenant hereby expressly acknowledge and agree that Article 42 of the Original Lease is hereby deleted in its entirety and is of no further force or effect. Pursuant to the terms, covenants and conditions of this Article 4, Tenant shall have the option (“Extension Option”) ” to extend the Term of this Lease by five (5) years as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension the Option shall be on all the same terms and conditions as this the Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each on the same terms and conditions as this Lease. a. Basic Annual Rent during the Option term shall be adjusted on equal the first (1st) day then-current fair market value for comparable office and laboratory space in the Brisbane/South San Francisco market of comparable age, quality, level of finish and proximity to amenities and public transit, and containing the systems and improvements present in the Premises as of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon that Tenant giving gives Landlord written notice of its Tenant’s election to exercise the Extension Option at least twelve (12“FMV”). Tenant may, no earlier than thirty (30) days prior to the first date on which Tenant may exercise its Option under this Section 4, request Landlord’s estimate of the FMV for the Option term. Landlord shall, within fifteen (15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant elects to exercise the Option, then Tenant shall, as provided in Section 4.3 below, provide Landlord with written notice no earlier than fifteen (15) months prior to the end date the Extension Term is scheduled to expire. If Tenant gives written notice to exercise the Option, such notice shall specify whether Tenant accepts Landlord’s proposed estimate of FMV. If Tenant does not accept the FMV, then the parties shall endeavor to agree upon the FMV, taking into account all relevant factors, including (a) the size of the expiration Premises, (b) the length of the Option term, (c) rent in comparable buildings in the relevant market, including concessions offered to new tenants, such as free rent, tenant improvement allowances and moving allowances, (d) Tenant’s creditworthiness and (e) the quality and location of the Building and the Project. In the event that the parties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, then either party may request that the same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Brisbane/South San Francisco laboratory/research and development leasing market (the “Baseball Arbitrator”) shall be selected and paid for jointly by Landlord and Tenant. If Landlord and Tenant are unable to agree upon the Baseball Arbitrator, then the same shall be designated by the local chapter of the Judicial Arbitration and Mediation Services or any successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the parties or designated by JAMS shall (y) have at least ten (10) years’ experience in the leasing of laboratory/research and development space in the Brisbane/South San Francisco market and (z) not have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) years prior to appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball Arbitrator and to the other party its determination of the FMV. The Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. The arbitrator may not select any other FMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Basic Annual Rent payable for the Option term. If, as of the commencement date of the Option term, the amount of Basic Annual Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Basic Annual Rent equal to the Basic Annual Rent payable with respect to the last year of the then-current Term. Time After the final determination of Basic Annual Rent payable for the Option term, the parties shall promptly execute a written amendment to the Lease specifying the amount of Basic Annual Rent to be paid during the Option term. Any failure of the essence as parties to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record execute such amendment shall not affect the validity of the deadlines FMV determined pursuant to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraphSection.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 1 contract
Samples: Lease (CareDx, Inc.)
Option to Extend Term. Provided that at the time of such notice of exercise and at the time of the commencement of the applicable extension term, there exists no monetary default (beyond any applicable notice and cure period in this Lease) and no default described in Section 26(a)(iv), Tenant shall have the option right and option, exercisable by giving Landlord prior written notice thereof at least nine (“Extension Option”9) months in advance of the applicable Expiration Date, to extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension for all or a portion of the Premises as described in subsection (d) below) for up to three (3) additional consecutive periods of thirty-six (36) months each, the f~rst such extended term or any subsequent extended term to begin on the Expiration Date of the initial Term pursuant to or the Expiration Date of any Extension Option previous extended term, as the case may be. Such extension shall be on all under the same terms and conditions as provided in this Lease, Lease except as follows:
40.1. Tenant (a) all references to the Term in this Lease shall have two be deemed to mean the Term as extended pursuant to this Section;
(2b) consecutive there shall be no further options to extend the Term except as expressly provided herein;
(c) throughout each extension term, the Minimum Annual Rent for the respective Premises shall continue to increase by 2% per respective lease year, so that at the beginning of each lease year (based on the respective commencement dates for the respective portions of the Premises [e.g. the Building B-1 Premises, the Building A Premises, and any future Building A expansion premises, as applicable]), the Minimum AnnualRent for such Premises shall increase to 102% of the Minimum Annual Rent payable for such Premises in the preceding lease year;
(d) With respect to any extension option, Tenant may elect to extend this Lease, on the terms and conditions stated above, for all or less than all of the Premises then being leased by Tenant under this Lease. If Tenant desires to extend this Lease for less than the entire Premises then being leased by Tenant, Tenant shall include in its extension notice a detailed description of any space as to which Tenant is not extending (the "Surrendered Space"). The following provisions shall apply to any surrender of space pursuant to an extension of this Lease for five on less than the entire Premises:
(51) years each Tenant must surrender all space in Building B-1 prior to, or simultaneously with, surrendering any space in Building A, (2) with respect to the Building B-1 Premises, space must be surrendered working from north to south (i.e. starting with the portion of the Building B-1 Premises furthestfrom the planned Link), (3) with respect to the Building B-1 Premises, Tenant may surrender the space in up to two increments, the first increment must be either (i) the approximately 25,187 rentable square feet depicted on Exhibit E-2 or (ii) the same terms entire Building X-x Premises, and conditions the second increment (which would apply only in the event Tenant surrendered less than all of Building B-1 in connection with a prior Lease extension) must be the remainder of the Building B-1 Premises, and (4) with respect to the Building A Premises, in no event shall Tenant extend with respect to less than 20,000 rentable square feet, and in no event shall Tenant leave Landlord with less than 20,000 rentable square feet within Building A. Moreover, any Surrendered Space must be (1) Leasable Space (as that term is defined below) and (2) must be surrendered to Landlord in the condition required under this Lease with respect to surrender of space at the expiration or termination of this Lease. Basic Annual Rent shall be adjusted on the first (1st) day If Tenant so extends for less than all of the extension term then Premises, Tenant and Landlord shall each annual anniversary date thereof pay one-half of the cost of constructing any demising wall between the space surrendered and the Premises retained by Tenant. 'Leasable Space' as used in accordance with Article 6this Lease means space that is located, configured and sized in such a manner that, in Landlords reasonable judgment, such space has appropriate access to entrances and restroom facilities, is useable for general office purposes and is marketable to a general office user.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon (e) if Tenant giving Landlord written notice of its election to should exercise the Extension Option extension option(s), at least twelve (12) months prior the request of either party Landlord and Tenant shall execute and deliver an amendment to the end of Lease documenting the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40terms, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) covenants and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior conditions applicable to the date that Tenant intends to exercise an Extension Optionextension term, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4herein.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults."
Appears in 1 contract
Option to Extend Term. Subject to the provisions set forth below, Landlord hereby grants to Tenant shall have the one (1) option (“the "Extension Option”") to extend the Term term of this Lease for a period of three (3) years (the "Extension Term"). The Extension Term shall commence immediately following the Expiration Date as to the entire Premises is set forth in Item (and no less than the entire Premisesg) upon the following terms and conditionsof Basic Terms. Any extension of the Term pursuant to any The Extension Option shall be on all effective only as to that portion of the same Premises directly leased by Tenant from Landlord at the time the Extension Option is exercised, and only if Tenant is not in default under any of the terms and or conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each on at the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on time the first (1st) day of Extension Option is exercised or at any time thereafter until the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2Extension Term is commenced. The Extension Option is must be exercised, if at all, by written notice from Tenant to Landlord delivered not assignable separate and apart from this Lease.
40.3less than four (4) months prior to the Expiration Date. Any such notice given by Tenant to Landlord shall be irrevocable, except as provided for in subparagraph (a)(iv) below. The Extension Option is conditional Term shall be upon the terms, covenants and conditions set forth in subparagraph (b) below. The option to extend shall be deemed personal to Tenant giving Landlord written notice and may not be assigned, except to an assignee under an assignment made pursuant to the provisions of its election this Lease. If Tenant fails to exercise the Extension Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence in a timely manner as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any required above, said Extension Option after the date provided for in this paragraphshall terminate.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that If Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent elects to exercise the Extension Option, the resulting Extension Term shall be upon and subject to all of the terms, covenants and conditions of this Lease, except as otherwise set forth below:
(i) Landlord shall promptly provide have no obligation to do any work of improvement or perform any services and Tenant with written shall accept the Premises in an "as-is" "where-is" condition;
(ii) Tenant shall have no further renewal option;
(iii) The Base Year for calculating Base Annual Operating Costs shall remain the same as that set forth in Item (k) of Basic Terms; and
(iv) The Minimum Annual Rent applicable to the Premises shall be adjusted to one hundred percent (100%) of the Fair Market Rental (as hereinafter defined) as of commencement of the Extension Term, provided, however, that the Minimum Annual Rent shall in no event be less than $2.20 per rentable square foot per month. For purposes hereof, "Fair Market Rental" shall mean the rental and all other monetary payments and escalations, including, without limitation, consumer price indexing, that Landlord could obtain from a third party desiring to lease the Premises for said Extension Term on a "fully-serviced" basis, taking into account the age of the Building, the size, location and floor levels of the Premises, the quality of construction of the Building and the Premises, the tenant improvements, the services provided under the terms of this Lease, the rental then being obtained for new leases of space comparable to the Premises in the Mountain View market, and all other factors that would be relevant to a third party desiring to lease the Premises for said Extension Term in determining the rental such party would be willing to pay therefor; provided, however, no allowance for the construction of tenant improvements shall be taken into account in determining the Fair Market Rental or for costs which would ordinarily be incurred in leasing to a new (nonrenewal) tenant for brokerage commissions, advertising costs, attorneys' fees, interruption of rentals due to a change in tenants, lost rentals during any improvement period, or similar costs. No later than three (3) months prior to commencement of the Extension Term, Landlord shall notify Tenant of the Fair Market Rental as determined by Landlord. Tenant shall have thirty (30) days (the "Tenant's Review Period") after receipt of Landlord's notice of the new Rent within which to accept such Defaults Rent or reasonably to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) object thereto in writing. In the event that Tenant has defaulted does not object in the performance writing to Landlord's determination of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each Fair Market Rental, Tenant shall be deemed to have accepted such determination. If Tenant objects to Landlord's determination of such defaults during the twelve new Rent, Landlord and Tenant then shall attempt for thirty (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (530) days to provide agree upon the Fair Market Rental, using their best good faith efforts. If Landlord and Tenant the opportunity fail to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) reach agreement within thirty (30) days after following the date Landlord gives notice to Tenant of such default, Tenant's Review Period (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time"Outside Agreement Date"), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.then the Fair Market Rental shall be determined by arbitration in accordance with the following:
Appears in 1 contract
Samples: Lease (Lightspan Partnership Inc)
Option to Extend Term. Provided that Landlord has not given Tenant notice of default more than two (2) times in the twenty four (24) months immediately preceding the exercise of this option to extend, that there then exists no event of default by Tenant under this Lease nor any event that with the giving of notice and/or the passage of tune would constitute a default, and that Tenant occupies all of the Premises, Tenant shall have the right and option (“Extension Option”) to extend the Term for one (1) additional period of this Lease as to the entire Premises thirty-six (and no less than the entire Premises36) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Leasemonths, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each on the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant exercisable by giving Landlord prior written notice of its election to exercise the Extension Option notice, at least twelve (12) months prior to the end in advance of the expiration Expiration Date, of Tenant's election to extend the then-current Term. Time shall be ; it being agreed that time is of the essence and that this option is personal to Tenant and is non-transferable to any assignee or sublessee or other party. Within fifteen (15) days after receipt of Tenant's Extension Notice, Landlord shall notify Tenant of Landlord's calculation of rent, which shall be equivalent to Fair Market Rental Value (as defined below and certified as Landlord's estimate by an officer of Landlord) as reasonably determined by Landlord, which Landlord proposes to be applicable to the Extension Term ("Landlord's Notice of Extension Rent Terms"). Landlord shall include with Landlord's Notice of Extension Rent Terms data in support of Landlord's calculation of Fair Market Rental Value. Within fifteen (15) days following Tenant’s exercise 's receipt of any Landlord's Notice of Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40Rent Terms, Tenant shall not have notify Landlord in writing (the right "Tenant Response") that Tenant either (1) elects to exercise extend the Term for the Extension Option: Term and accepts Landlord's calculation of rent for the Extension Term, or (2) elects to extend the Term for the Extension Term, but disagrees with Landlord's calculation of rent and elects to submit the determination of rent applicable to the Extension Term to arbitration as set forth in sub-section (f) below (the "Arbitration Election"). If Tenant fails to issue the Tenant's Response within the time and in the manner set forth herein, Tenant will be deemed to have rejected Landlord's determination of Fair Market Rental Value. If Tenant exercises its option to extend as set forth above, such extension shall be under the same terms and conditions as provided in this Lease except as follows:
(a) during any time The additional period shall begin on the Expiration Date, as such date may have been extended, and thereafter the Expiration Date shall be deemed to be that date which is the third (3rd) anniversary of the previous Expiration Date.
(b) The rent payable by Tenant is in Default under any provision shall be the Fair Market Rental Value, as defined below, as of this Lease or the Required Leases (commencement of the Extension Term; provided, however, that, for that in no event shall the sum of the rent payable by Tenant during any calendar year of any Extension Term be less than the rent payable by Tenant during the last twelve (12) calendar months of the initial Term.
(c) All references to the Term in this Lease shall be deemed to mean the Term as extended pursuant to this Section.
(d) Tenant shall have no further right to extend the Term.
(e) For the purposes of this Section 40.4(b30, "Fair Market Rental Value" shall mean, as of the date in question, the then current annual rental charge, including provisions for subsequent increases and other adjustments for leases or agreements to lease then currently being negotiated, or executed in comparable space located in the Building, the office park of which the Building is a part, and leases or agreements to lease then currently being negotiated or executed for comparable space located elsewhere in office buildings located in the King of Prussia, Pennsylvania area, for a term commencing on or about the then scheduled Expiration Date of this Lease. In determining Fair Market Rental Value, the following factors, among others, shall be taken into account and given effect: size, location of premises, lease term, condition of Building, condition of the premises, economic concessions (including tenant improvements being performed by landlords for tenants, or tenant improvement allowances being granted by landlords to tenants), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to then being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged granted by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after tenants and services provided by the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaultsLandlord.
Appears in 1 contract
Option to Extend Term. A. Subject to the terms set forth below, Tenant shall have the option two (2) Options (each, an “Extension Option”) to extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension Agreement for a period of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each on (each, an “Option Term”) immediately following the same terms and conditions as this Leaseinitial Term, or the first Option Term, if applicable. Basic Annual Rent The Option shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord exercised, if at all, by written notice of its election delivered by Tenant to exercise the Extension Option at least twelve Landlord not later than nine (129) full months prior to the end of the expiration initial Term, or the first Option Term, if applicable, of this Lease Agreement (time being of the essence). Provided Tenant has properly and timely exercised the Option, the initial Term, or the first Option Term, if applicable, of this Lease Agreement shall be extended by the Option Term, and all terms, covenants and conditions of the Lease Agreement shall remain unmodified and in full force and effect, except for the Minimum Rental, which shall be based upon the then-current Term. Time shall be of prevailing market rates for the essence as Premises.
B. Such Option granted to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraphLease Agreement is personal to the original Tenant and may be exercised only by the original Tenant while occupying the Premises, who does so without the intent of thereafter assigning this Lease Agreement or subletting the Premises or any portion thereof, and may not be exercised or be assigned, voluntarily or involuntarily, by or to any person or entity other than Tenant.
40.4. Notwithstanding anything contained in this Article 40, C. Tenant shall not have the no right to exercise its Option, notwithstanding any provision in the Extension Option: grant of Option to the contrary, (ai) during any the period of time that Tenant is in Default under any provision of this Lease or commencing on the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification date after a monetary obligation to Landlord of is due from Tenant and unpaid (without any necessity for notice thereof to Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Defaultthe obligation is paid, if such Default is susceptible to being cured; or (bii) in the event that Landlord has given to Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service notices of monetary default whether or late charge has become payable under Section 24.1 for each of such not the defaults are cured, during the twelve (12)-month 12-month period of time immediately prior to the date time that Tenant intends attempts to exercise an Extension the subject Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 1 contract
Samples: Lease (Winmark Corp)
Option to Extend Term. 27.1 Tenant shall have the option (the “Extension Option”) to extend the Term of this Lease as to the entire Premises for one (and no less than the entire Premises1) upon the following terms and conditions. Any extension additional period of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend years, an (“Option Term”) upon all of the Term of this Lease for five (5) years each on the same terms and conditions as of this Lease. Basic Annual Rent , other than the Minimum Monthly Rent, which shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2determined as described below. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon must be exercised, if at all, by Tenant giving Landlord written notice of its election to the exercise the Extension Option at least thereof no more than twelve (12) months and no less than six (6) months prior to the expiration of the Lease Term. Any failure of Tenant to give due notice of its exercise of the Option within the required time shall constitute an irrevocable election on the part of Tenant not to exercise the Option, and this Lease shall expire at the end of the expiration Lease Term. Tenant shall have no other right to extend this Lease Term beyond the Option Term described herein. Notwithstanding anything set forth herein to the contrary, if on the date of giving the notice or the date the Option Term is to commence, there exists any Event of Default on the part of Tenant under this Lease, Tenant’s notice shall be deemed ineffective, the Option Term shall not commence and this Lease shall expire as scheduled. In addition, any due exercise of Tenant’s option hereunder shall be voidable by Landlord if, at the time of such exercise, there existed any condition of default on the part of Tenant with respect to which Landlord had given a notice of default under Section 21 and Tenant thereafter fails to cure such default within any applicable cure period.
27.2 The Minimum Monthly Rent during the Option Term initially shall be the “Fair Market Rental Value” of the then-current Premises, as defined below, as of the first day of the Option Term; provided, however, that in no event shall the Minimum Monthly Rent for any portion of the Option Term be less than the Minimum Monthly Rent in effect for the last month of the Term immediately preceding the commencement of the Option Term, regardless of any determination of a Fair Market Rental Value pursuant to the other provisions of this Section that would result in a lower Minimum Monthly Rent.
27.3 Upon exercise of the Option, Landlord and Tenant shall, in good faith, attempt to reach a mutually acceptable Fair Market Rental Value of the Premises and consequent Minimum Monthly Rent for the Option Term. Time shall be If Landlord and Tenant cannot agree upon the Fair Market Rental Value within thirty (30) business days of the essence as to Tenant’s exercise of any Extension the Option. , then within ten (10) days thereafter, (i) Tenant assumes full responsibility for maintaining a record or Landlord may elect to void rescind Tenant’s exercise of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require , or (ii) Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, and Tenant shall not have each select and notify the right to exercise other of the Extension Option: (a) during any time that Tenant is in Default under any provision name of this Lease or the Required Leases (provided, however, thatan “Evaluator,” who, for purposes of this Section 40.4(b)Section, shall be an independent and impartial real estate professional (such as a licensed real estate agent) having more than ten years’ experience in the leasing of space comparable to the Premises. Each Evaluator shall promptly proceed to select a third Evaluator, who shall have the aforesaid qualifications of an Evaluator. Such third Evaluator shall determine the Fair Market Rental Value of the Premises and shall deliver to both Landlord shall not be required to provide and Tenant with notice a copy of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) determination within thirty (30) days after his or her appointment as the date third Evaluator. The parties agree that the third Evaluator’s determination as aforesaid shall be considered as the Fair Market Rental Value of the Premises and shall be conclusive and binding upon Landlord gives notice and Tenant. If the original two Evaluators shall fail to agree upon the selection of a third Evaluator, the same shall be designated by the president of the San Diego Board of Realtors, or any successor organization thereto. Landlord and Tenant shall each pay any fees of such defaulttheir own Evaluator and shall share equally the fees of the third Evaluator, (c) if any.
27.4 As used herein, the term “Fair Market Rental Value” shall mean the rent for space comparable to the Premises in the Sorrento Valley submarket of the City of San Diego that a willing, comparable Tenant commences would pay to cure a default willing Landlord, neither of whom is compelled to rent, at arms length, on all of the terms and conditions of the Lease (other than a monetary default) but does not prosecute the Minimum Monthly Rent, which is to completion prior be determined pursuant to this Section). In determining the commencement date Fair Market Rental Value, it shall be assumed that Landlord has fully paid any and all leasing costs (including without limitation tenant improvement costs, leasing commissions and tenant concessions), that might be prevalent in the marketplace. The determination of Fair Market Rental Value shall also include any appropriate adjustments over the term of the extended Option Term in the Minimum Monthly Rent based on the cost of living or otherwise (unless Tenant is diligently prosecuting to completion including any minimums and merely needs additional timemaximums in the adjustment thereof), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for without regard to any leasing costs such defaultas tenant improvement costs, whether or not Tenant has cured such defaultsleasing commissions and tenant concessions, that might be prevalent in the marketplace.
Appears in 1 contract
Option to Extend Term. Provided that Tenant is not in default under this Lease (beyond the expiration of all applicable notice and cure periods) at the time of exercise of its Extension Option (hereafter defined in this Paragraph 3.1 and at commencement of the Extension Term (hereafter defined in this Paragraph 3.1, Tenant shall have the option (the “Extension Option”) to extend the Term initial term of this Lease as (the “Initial Term”) for one (1) period of three (3) years (the “Extension Term”), commencing at the expiration of the Initial Term.
3.1.1. If Tenant exercises the Extension Option, Tenant shall give unconditional written notice (the “Exercise Notice”) of its exercise to Landlord not earlier than twelve (12) months and not later than nine (9) months prior to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension expiration of the Initial Term. Tenant’s failure to give the Exercise Notice in a timely manner shall be deemed a waiver of Tenant’s Extension Option. The terms, covenants and conditions applicable to the Extension Term pursuant shall be the same terms, covenants and conditions of this Lease applicable during the Initial Term, except that: (i) Tenant shall not be entitled to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive further options to extend the Term of this Lease beyond the Extension Term; and (ii) the Monthly Rent for five the Premises shall be the Fair Market Rental Value (hereafter defined in Paragraph 3.1.2) of the Premises. All unexercised Extension Options shall automatically terminate and become null and void upon the earlier to occur of (1) the occurrence of any uncured event of default by Tenant (beyond the expiration of all applicable notice and cure periods) of any monetary obligation hereunder, (2) the termination of Tenant’s right to possession of the Premises, (3) the termination of this Lease, (4) any assignment or transfer, by operation of law or otherwise, of all or substantially all of Tenant’s interest in this Lease (other than to a Permitted Transferee), or (5) years each on the same terms and conditions failure of Tenant to timely or properly exercise its Extension Option as aforesaid. Once delivered, an Exercise Notice cannot be rescinded or revoked by Tenant.
3.1.2. For purposes of this Lease. Basic Annual Rent Paragraph 3.1, “Fair Market Rental Value” of the Premises shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve (12) months prior equal to the end greater of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is the base rental rate being paid in Default under any provision the final year of this Lease or the Required Leases (providedInitial Term, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) one hundred percent (100%) of the rental rate at which tenants lease comparable space to the Premises which is located in the event that Tenant has defaulted in Santa Xxxxx submarket as of the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise commencement of the Extension OptionTerm. For this purpose, then “comparable space” shall be a proportional combination of research and development and office space that is: (i) not subleased; (ii) not subject to another tenant’s expansion rights; (iii) comparable in age, size, location, and quality to the deadline Premises; and (iv) leased for Tenant’s exercise a term comparable to the Extension Term. In determining the rental rate of comparable space, the parties shall take into consideration periodic rent escalations and also take into consideration the following concessions for renewing tenants: (A) rental abatement concessions, if any, being granted to renewing tenants in connection with the comparable space; and (B) tenant improvements or allowances provided or to be provided for the comparable space, taking into account the value of the existing improvements in the applicable premises, based on the age, quality, and layout of the improvements. Notwithstanding anything to the contrary herein, the Fair Market Rental Value of the Premises as determined pursuant to this Paragraph 3.1 shall include annual escalations during the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such defaultTerm.
40.53.1.3. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within Within thirty (30) days after Landlord receives the date Exercise Notice, Landlord gives notice shall provide in writing to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date its estimate of the extended Fair Market Rental Value of the Premises for the Extension Term. Landlord and Tenant shall for an additional thirty (30) days thereafter attempt in good faith to agree on the Fair Market Rental Value of the Premises for the Extension Term. If Landlord and Tenant agree on the Fair Market Rental Value of the Premises for the Extension Term during such thirty (unless Tenant is diligently prosecuting 30) day period, they shall immediately execute an amendment to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three stating the Monthly Rent for the Extension Term.
3.1.4. If Landlord and Tenant are unable to agree on the Monthly Rent for the Extension Term within the thirty (330) day period described in the second sentence in Paragraph 3.1.3, then within ten (10) days after the expiration of said thirty (30) day period, either Landlord or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.may
Appears in 1 contract
Samples: Sublease (Minerva Surgical Inc)
Option to Extend Term. Landlord grants to Tenant shall have the an option (“Extension Option”) to extend the Term term of this Lease for a period of five (5) years (such extension is hereafter referred to as the “Extended Term”) with respect to the entire Premises (and no less than as the entire Premisessame may be expanded). The Extended Term shall follow the expiration of the initial term set forth in paragraph 2(a), as the same may be extended pursuant to paragraph 55 hereof (“Initial Term”). All the provisions of this Lease shall apply during the Extended Term except for the amount of the basic rent. The basic rent for the Extended Term shall be adjusted to equal ninety-five percent (95%) upon of the market rate (as defined below). The option is further subject to the following terms and conditions. Any extension :
(a) Tenant must deliver its irrevocable written notice of Xxxxxx’s exercise of the Term pursuant option to any Extension Option shall be on all Landlord not less than six (6) lease months, nor more than ten (10) lease months, prior to the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each on the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on the first (1st) day expiration of the extension term and each annual anniversary date thereof in accordance Initial Term. Time is of the essence with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon respect to the time period during which Tenant giving must deliver to Landlord its written notice of exercise and, therefore, if Tenant fails to give Landlord its irrevocable written notice of its election to exercise the Extension Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Optionoption within the applicable time period provided above, then the deadline for Tenant’s exercise of the Extension Option option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate expire and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, effect.
(b) Tenant fails to commence to cure a default (other than a monetary default) within The parties shall have thirty (30) days after from the date Landlord gives receives Tenant’s notice of exercise in which to agree on the amount constituting the market rate. If Landlord and Tenant agree on the amount of the market rate, they shall immediately execute an amendment to this Lease setting forth the expiration date of the Extended Term and the amount of the basic rent to be paid by Tenant during the Extended Term. If Landlord and Tenant are unable to agree on the amount of the market rate within such time period, then the market rate shall be determined as follows:
(i) If Landlord and Tenant are unable to agree on the market rate within said thirty (30) day period, then, within five (5) days thereafter, Landlord and Tenant shall each simultaneously submit to the other in a sealed envelope its good faith estimate of the market rate. If the higher of such estimates is not more than one hundred five percent (105%) of the lower of such estimates, then the market rate shall be the average of the two estimates.
(ii) If the matter is not resolved by the exchange of estimates as provided in subparagraph (i) above, then either Landlord or Tenant may, by written notice to Tenant the other on or before five (5) days after the exchange of such defaultestimates, require that the disagreement be resolved by arbitration. Within seven (7) days after such notice, the parties shall select as an arbitrator a mutually acceptable commercial real estate broker with experience in commercial real estate activities, including at least ten (10) years’ experience in leasing office and research and development space in the County of Santa Clara, California. If the parties cannot agree on a broker, then, within a second period of seven (7) days, each party shall select an independent broker meeting the aforementioned criteria and, within a third period of seven (7) days, the two appointed brokers shall select a third broker meeting the aforementioned criteria and the third broker shall determine the market rate pursuant to subparagraph (iii) below. If one party shall fail to make such appointment within said second seven (7) day period, then the broker chosen by the other party shall be the sole arbitrator.
(iii) Once the arbitrator has been selected as provided for in subparagraph (ii) above, then, as soon as practicable but in any case within fourteen (14) days thereafter, the arbitrator shall select one of the two estimates of the market rate submitted by Landlord and Tenant, which estimate shall be the one that is closer to the market rate as determined by the arbitrator. The arbitrator’s selection shall be rendered in writing to both Landlord and Tenant and shall be final and binding upon them and shall not be subject to appeal. The party whose estimate is not chosen by the arbitrator shall pay the costs of the arbitrator; provided, however, that any fees of any counsel or expert engaged directly by Landlord or Tenant shall be borne by the party retaining such counsel or expert.
(c) As used herein, the term “market rate” shall mean the rental and all other monetary payments and escalations that Landlord could obtain from a third party tenant comparable to Tenant commences desiring to cure a default (other than a monetary default) but does not prosecute to completion prior lease the Premises for the Extended Term, taking into account the size of the Premises, the type and quality of tenant improvements, the location of the Premises, the quality of construction of the Project and the Premises, the services provided under the terms of this Lease, the rental and brokers commissions then being paid for the renewal of leases of space comparable to the commencement date Premises in the County of Santa Xxxxx and all other factors that would be relevant to a third party in determining the extended Term (unless Tenant is diligently prosecuting rental such party would be willing to completion and merely needs additional time), or pay to lease the Premises for the Extended Term.
(d) Common area charges shall continue to be determined and payable as provided in paragraph 16 of this Lease.
(e) Tenant has defaulted may transfer this option to an assignee in connection with the assignment of the Lease; provided, however, that HemoSense hereby agrees and acknowledges that, notwithstanding the exercise of the option by such an assignee, HemoSense shall remain jointly and severally liable with such assignee for any and all of the obligations of the Tenant under this Lease three (3) or more times during the Extended Term. Tenant shall have no right to extend the term beyond the Extended Term. If, on the date of delivery of Tenant’s notice of exercise to Landlord, an Event of Default exists under this Lease, then such notice shall be of no effect and a service or late charge this Lease shall expire at the end of the Initial Term. If an Event of Default exists under Section 24.1 has become payable for any such defaultthis Lease on the last day of the Initial Term, whether or not Tenant has cured such defaultsthen Landlord may in its sole discretion elect to have Tenant’s exercise of the option be of no effect, in which case this Lease shall expire at the end of the Initial Term.
Appears in 1 contract
Samples: Lease (Hemosense Inc)
Option to Extend Term. Tenant shall have the is hereby granted an option (“"Extension --------------------- Option”") to extend the Term for one (1) additional period of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each Lease Years ("Extension Period"), on the same terms and conditions as this Lease. Basic Annual in effect under the Lease immediately prior to the Extension Period, except that monthly Base Rent shall be adjusted on increased to that amount which is the first greater of (1sti) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2Base Rent, fully escalated, or (ii) to the Prevailing Rental Rate (defined below). The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant may be exercised only by giving Landlord irrevocable and unconditional written notice of its election to exercise the Extension Option at least twelve thereof no earlier than three hundred sixty five (12365) months calendar days and no later than two hundred ten (210) calendar days prior to the end commencement of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaultsPeriod. Notwithstanding the foregoing, if said exercise shall, at Landlord's election, be null and void if: (i) Tenant is in default under the nature Lease at the date of such said notice and said default is such that it could reasonably be cured before the deadline for Tenant’s exercise remained uncured following expiration of all applicable cure periods; or (ii) prior to commencement of the Extension OptionPeriod, then Tenant commits an Event of Default which remained uncured after expiration of all applicable cure periods. If Tenant shall fail to timely exercise the deadline for Extension Option herein provided, or if Tenant shall assign this Lease or sublet any part in excess of thirty (30%) percent of the Premises or all of the Premises (whether or not Landlord consents to said assignment or sublease), or if Tenant shall commit an Event of Default under this Lease which remains uncured following expiration of all applicable cure periods, said Extension Option shall , at Landlord's election to be made by written notice to Tenant’s , terminate, and shall be null and void and of no further force and effect. Tenant's exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity not operate to cure any default by Tenant of any of the terms or provisions in the Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default.
40.5. Except as provided in Section 40.4, If the period of time within which Tenant may exercise an Extension Option shall not be extended Lease or enlarged by reason of Tenant’s inability 's right to exercise such Extension Option because possession of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of Premises shall terminate in any manner whatsoever before Tenant shall exercise the Extension Option herein provided, or if Tenant shall terminate and be have subleased or assigned all or any portion of no further force the Premises to any person or effect even after Tenant’s due and timely exercise of entity other than an Affiliate (as that term is defined in Section 14.1 below), then immediately upon such termination, sublease or assignment, the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant herein granted shall simultaneously terminate and become null and void. The Extension Option is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.personal
Appears in 1 contract
Option to Extend Term. Tenant shall have the option (“Extension Option”) to extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five two (52) additional periods of three (3) years each on (individually a “Premises Option” and collectively the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2“Premises Options”). The Extension period of a Premises Option is not assignable separate and apart from this Leasereferred to herein as the “Option Term.
40.3. The Extension ” Tenant shall have no right or interest to exercise a Premises Option is conditional upon unless: (a) Tenant giving gives the Landlord written notice of its election intent to exercise the Extension Premises Option at least twelve no earlier than seven (127) months and no later than six (6) months prior to the end of the expiration of Term, or any prior extension thereof (the then-current Term. Time shall be of the essence as to Tenant’s exercise of any “Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(bNotice”), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) at the time the Extension Notice is given, Tenant is not in default of any of the event that terms or conditions under this Lease beyond any applicable cure period, nor are there any conditions which with the passage of time could result in a default by Tenant at any time; (c) Tenant has defaulted not been in default beyond any applicable cure period in the performance of any of its obligations under this Lease three more than two (32) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an the Extension Option, whether or not Notice is given; and (d)
(i) Tenant has cured such defaults. Notwithstanding the foregoingnot filed, if the nature nor sought protection, under any bankruptcy statute, (ii) Tenant has not failed to obtain a vacation from any involuntary bankruptcy proceeding within sixty (60) days of such filing, and (iii) Tenant has not defaulted or there are no events which may cause a default under any of Tenant’s debt or indenture obligations. Annual Base Rent during the Option Term shall be as set forth in Section 8 below. Time is such that it could reasonably be cured before of the deadline for essence with respect to Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise Premises Options. Tenants’ failure to exactly comply with any of the Extension time or other requirements herein, shall cause the Premises Options to automatically expire and, in such event, this Lease shall terminate upon the expiration of the Term. The option to extend the Term pursuant hereto for the Option Terms shall be extended for five (5) days personal to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option and shall not be extended exercisable by or enlarged by reason for the benefit of any assignee, subtenant or other transferee of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
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Option to Extend Term. (a) Tenant acknowledges that Xxxxxx does not enjoy any further renewal rights under Section 3.02 of the Lease. However, provided that (i) Tenant is not in material default of this Lease, nor any event that with the giving of notice and/or the passage of time would constitute a material default, or that Landlord has not provided to Tenant a notice of default more than two (2) times, and (ii) Tenant is the sole occupant of all of the Premises, Tenant shall have the right and option (“Extension Option”) to extend the Lease Term of this Lease for one (1) additional sixty (60) month period (the "Renewal Term"), commencing as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all date immediately following the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each Expiration Date on the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted are in effect on the first (1st) last day of the extension term Extended Term, except that Tenant shall have no further right to renew the Term, Landlord shall not have any obligation to perform any work improvements to the Premises, and each annual anniversary date thereof in accordance with Article 6.
40.2the Base Rent shall the FMV (as defined below), as determined by Landlord and Tenant using the standard and process set forth below (the "Renewal Option"). The Extension This Renewal Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon exercisable by Tenant giving Landlord prior written notice of its Xxxxxx's election to exercise extend the Extension Option at least twelve Lease Term (12"Renewal Notice"), on or prior to the date which is ten (10) months prior to the end of the expiration of the then-current Term. Time shall be Expiration Date; it being agreed that time is of the essence as with respect to Tenant’s exercise of any Extension Optionthe Renewal Notice. Tenant assumes full responsibility for maintaining a record of If and when the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant Renewal Term is in Default under effect, all references to the Lease Term, shall be deemed to mean the Renewal Term. This Renewal Option is personal to Tenant and is non-transferable to any provision assignee, subtenant (regardless of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures whether any such Default, if such Default is susceptible to being cured; assignment or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3sublease was made with or without Landlord's consent) or more times and other party. If Tenant does not timely provide a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior Renewal Notice to the date that Tenant intends to exercise an Extension OptionLandlord, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Xxxxxx's Renewal Option shall be extended for five (5) days deemed not to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4have been exercised, the period of time within which Tenant may exercise an Extension Option and thereafter shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate void and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaultseffect.
Appears in 1 contract
Option to Extend Term. Tenant shall have three (3) options (each, an “Option,” and collectively, the option (“Extension OptionOptions”) to extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of and, in each case, the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2Expiration Date) consecutive options to extend the Term of this Lease for by five (5) years in each case on the same terms and conditions as this LeaseLease except as provided below. If Tenant desires to exercise any Option, Tenant must do so by giving Landlord written notice of exercise at least twelve (12) months before the Term would otherwise expire. Tenant may exercise its Option to extend the Term as to the entire Initial Premises and, if Tenant occupies the entire Initial Premises, any portion of Expansion Premises specified in such written notice (provided that any such portion of Expansion Premises shall be in full floor increments and Tenant shall be responsible for any reasonable demising costs incurred by Landlord with regard to Tenant’s vacating of any Expansion Space). If Tenant fails to exercise any Option and the time to do so has lapsed, then Tenant shall no longer have any Option(s) for the Premises.
44.1 Basic Annual Rent shall be adjusted on the first (1st) day of the extension each renewal term and in accordance with this paragraph. Basic Annual Rent shall be adjusted on each annual anniversary date thereof January 1st thereafter in accordance with Article 6.
40.27. The Extension Option is not assignable separate Basic Annual Rent during each renewal term (subject to adjustment under Article 7) shall equal the greater of: (a) 95% of Fair Market Value for the renewal term; and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise (b) the Extension Option then-current Basic Annual Rent at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be “Fair Market Value” means the then-prevailing average annual rate being charged for comparable space in comparable buildings comparably located, taking into consideration all relevant factors, including, without limitation, location in the Project, the proposed lease term, the physical condition of the essence Premises (i.e., the existence of all the Tenant Improvements and the assumption that such Tenant Improvements are fully suitable and appropriate for the contemplated tenancy in their “as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record is” condition), the extent of the deadlines services provided or to exercise any Extension Optionbe provided to the Premises, the status as a lease (as opposed to a sublease) and contraction and expansion options. If Landlord and Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after cannot agree on the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, Fair Market Value for purposes of this Section 40.4(b), Landlord any renewal term then they shall not be required to provide Tenant engage a mutually agreeable independent third party appraiser with notice at least ten (10) years’ experience in appraising the rental value of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) leased commercial premise (for research and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (bdevelopment and laboratory uses) in the event that Tenant has defaulted in New York metropolitan area (the performance of its obligations under this Lease three “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (2010) days after written notice from Landlord to Tenantsuch impasse appoint an Appraiser and, within ten (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (3010) days after the date appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord gives notice to and Tenant of such default, shall each simultaneously give the Appraisers (c) Tenant commences to cure with a default (other than a monetary default) but does not prosecute to completion prior copy to the commencement date other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (dAppraiser(s) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaultsshall bind the parties.
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Option to Extend Term. a. Subject to Section 9(b) below, provided the Lease or Tenant’s right of possession thereunder has not been earlier terminated, Tenant shall have the option (“Extension Option”) right to extend the Term of this the Lease as to the entire Premises (and no all, but not less than all, of the entire PremisesPremises being leased under the Lease for one (1) upon period of three (3) years (the “Extended Term”) beginning on July 1, 2021, subject to the following terms and conditions. Any extension :
(i) Tenant shall give written notice to Landlord of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have two (2) consecutive options exercise of Tenant’s right to extend the Term of this the Lease no later than January 1, 2021, time being of the essence (the “Renewal Notice”). If no such Renewal Notice is timely given, the Lease shall terminate as of June 30, 2021;
(ii) Tenant shall not be in default under the Lease beyond the passage of any applicable period of cure, grace or notice at the time of giving the Renewal Notice or at any time thereafter to and including the commencement of the Extended Term; and
(iii) The extension of the Term hereunder for five (5) years each the Extended Term shall be on the same terms and conditions as this Lease. Basic Annual Rent are applicable to the Term expiring on June 30, 2021; provided, however, (1) Tenant shall be adjusted on have no further right to extend the first (1st) day Term of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve (12) months prior to Lease beyond the end of the expiration Extended Term, (2) Article 45 of the Lease and Section 3 of this Amendment shall not apply to the Extended Term, (3) Tenant shall lease the Premises in its then-current Term. Time shall be existing “AS-IS” condition, without any obligation on the part of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept make any exercise of alterations or improvements thereto or to provide any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40, allowances to Tenant shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, thatthat this provision shall not be construed to amend any provisions of the Lease, for purposes including without limitation any maintenance and/or repairs obligations of this Section 40.4(bLandlord under the Lease), and Landlord shall not be required to provide pay any brokerage commissions or finder’s fees, and (4) the Base Rent payable by Tenant with notice of such Default but upon Tenant’s notification to Landlord for the Extended Term shall be as follows: Months Price Per Square Foot Monthly Annually 7/1/2021 to 6/30/2022 $ 9.00 $ 33,497.25 $ 401,967.00 7/1/2022 to 6/30/2023 $ 9.20 $ 34,241.63 $ 410,899.60 7/1/2023 to 6/30/2024 $ 9.40 $ 34,986.02 $ 419,832.20
b. It is acknowledged and agreed by the parties that the right of Tenant to extend the Term of the Lease under this Section 9 is personal to Entellus Medical, Inc. (the “Original Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware”) and continuing until its Affiliates (as defined in Article 21(a) of the Lease) and should said Original Tenant cures assign the Lease or sublet all or any such Defaultpart of the Premises to any person or entity other than an Affiliate, if such Default is susceptible the right of Tenant to being cured; or (b) in extend the event that Tenant has defaulted in Term of the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option9(a) above shall automatically terminate, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option and said Section 9(a) above shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate become null and be void and of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaultseffect.
Appears in 1 contract
Option to Extend Term. Tenant shall have the option (“Extension Option”) to extend the Term of this Lease by three (3) years as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension the Option shall be on all the same terms and conditions as this Lease, except as follows:
40.142.1. Base Rent at the commencement of the Option term shall equal the then-current fair market value for comparable office and laboratory space in the Sorrento Valley submarket of comparable age, quality, level of finish and proximity to amenities and public transit (“FMV”), and shall be further increased on each annual anniversary of the Option term commencement date by three percent (3%). Tenant may, no more than twelve (12) months prior to the date the Term is then scheduled to expire, request Landlord’s estimate of the FMV for the Option term. Landlord shall, within fifteen (15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice shall specify whether Tenant accepts Landlord’s proposed estimate of FMV. If Tenant does not accept the FMV, then the parties shall endeavor to agree upon the FMV, taking into account all relevant factors, including (a) the size of the Premises, (b) the length of the Option term, (c) rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent, tenant improvement allowances and moving allowances, (d) Tenant’s creditworthiness and (e) the quality and location of the Building and the Project. In the event that the parties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, then either party may request that the same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Sorrento Valley laboratory/research and development leasing submarket (the “Baseball Arbitrator”) shall be selected and paid for jointly by Landlord and Tenant. If Landlord and Tenant are unable to agree upon the Baseball Arbitrator, then the same shall be designated by the local chapter of the American Arbitration Association or any successor organization thereto (the “AAA”). The Baseball Arbitrator selected by the parties or designated by the AAA shall (y) have at least ten (10) years’ experience in the leasing of laboratory/research and development space in the Sorrento Valley submarket and (z) not have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) years prior to appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball Arbitrator and to the other party its determination of the FMV. The Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) consecutive options FMV determinations more closely represents the actual FMV. The arbitrator may not select any other FMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Option term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to extend the Term Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease for five (5) years each on specifying the same terms and conditions as this Leaseamount of Base Rent to be paid during the Option term. Basic Annual Rent shall be adjusted on the first (1st) day Any failure of the extension term and each annual anniversary date thereof in accordance with Article 6parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section.
40.242.2. The Extension Option is not assignable separate and apart from this Lease.
40.342.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve nine (129) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension the Option after the date provided for in this paragraph.
40.4Section. 42.4. Notwithstanding anything contained in this Article 40to the contrary, Tenant shall not have the right to exercise the Extension Option: :
(a) during any During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in Default default under any provision provisions of this Lease or and continuing until Tenant has cured the Required Leases specified default to Landlord’s reasonable satisfaction; or
(b) At any time after any Default as described in Article 31 of the Lease (provided, however, that, for purposes of this Section 40.4(b42.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is awareDefault) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or or
(bc) in In the event that Tenant has defaulted in the performance of its obligations under this Lease three two (32) or more times and a service or late charge has become payable under Section 24.1 31.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension the Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaults.
Appears in 1 contract
Samples: Lease (Infinity Oil & Gas Co)
Option to Extend Term. Provided that an Event of Default is not then continuing, Tenant shall have the right and option (“"Extension Option”") to extend the Term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have for two (2) consecutive options to extend the Term additional periods of this Lease for five (5) years each on (each an "Extension Term"), exercisable in the same terms and conditions as this Leasefollowing manner. Basic Annual Rent shall be adjusted on the first (1st) day If Tenant is desirous of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The exercising an Extension Option is not assignable separate and apart from under this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Extension Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date provided for in this paragraph.
40.4. Notwithstanding anything contained in this Article 40Section 28, Tenant shall not have the right to exercise the Extension Option: give Landlord prior written notice, at least ten (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b10), Landlord shall not be required to provide Tenant with notice but no more than fifteen (15) months in advance of such Default but upon Tenant’s notification to Landlord the next scheduled Expiration Date, of Tenant’s intent 's intention to exercise extend the Term ("Tenant's Extension OptionNotice"), Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord it being agreed that time is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5essence. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within Within thirty (30) days after the date receipt of Tenant's Extension Notice, Landlord gives notice to shall notify Tenant of such defaultLandlord's determination of rent, which shall be equivalent to ninety-five (95%) percent of Fair Market Rental Value (defined below) as determined pursuant to this Section 28, which Landlord proposes to be applicable to the Extension Term ("Landlord's Extension Rent Notice"). Landlord shall include with Landlord's Extension Rent Notice data in support of Landlord's determination of Fair Market Rental Value. Within ten (10) days following Tenant's receipt of Landlord's Extension Rent Notice, Tenant shall notify Landlord in writing (the "Tenant Response") that Tenant either (1) accepts Landlord's determination of rent for the Extension Term ("Landlord's Determination"), or, (2) disagrees with Landlord's Determination and proposes Tenant's determination of rent for the Extension Term ("Tenant's Determination"), in which case the procedure set forth in Section 28(a)(i) shall operate, and Fair Market Rental Value will be determined as follows. During the fifteen (15) days following Tenant's Response, Landlord and Tenant shall attempt to agree on the rent for the Extension Term, or if not successful, upon a single appraiser who (a) shall be an MAI member of the Appraisal Institute certified to perform appraisals in Pennsylvania in accordance with applicable law (b) shall have a minimum of ten (10) years experience in real estate leasing in Cxxxxxx County, Pennsylvania, or appraisal of leases in first class suburban office buildings located in the Great Valley/Malvern, Pennsylvania area and (c) Tenant commences to cure a default has not conducted within the previous one (other than a monetary default1) but year, does not prosecute to completion prior to the commencement date presently conduct, and does not anticipate conducting a material amount of the extended Term (unless business with either Landlord or Tenant is diligently prosecuting to completion and merely needs additional time)or their affiliates, or otherwise have a financial interest in either Landlord or Tenant or their affiliates and who is otherwise independent (dthe "Appraiser Qualification"). If Landlord and Tenant are unable to agree upon a single appraiser within such fifteen (15) day period, then Landlord and Tenant has defaulted under this Lease shall draw by lot to determine which of them (the "First Party") within the following seven (7) days shall provide the other party (the "Second Party") with the names and qualifications of three (3) appraisers who are acceptable to the First Party and who meet the Appraiser Qualifications. Such list shall be accompanied by a statement of all business conducted by each such proposed appraiser with the First Party and its affiliates within the previous one (1) year. The Second Party within seven (7) days thereafter shall select one (1) of the three (3) appraisers and shall notify the First Party in writing of its selection. The appraiser so selected shall be the appraiser hereunder for purposes of the determination of Fair Market Rent. The parties shall share equally the cost of the appraiser. During the seven (7) days following the selection of the appraiser, Landlord and Tenant shall each prepare a written critique of the other's determination of Fair Market Rental Value, as set forth in its Determination Notice, and on the seventh (7th) day Landlord and Tenant shall deliver to each other their written critiques. On the tenth (10th) day following delivery of the critiques to each other, Landlord's and Tenant's determinations of Fair Market Rent (as originally set forth in their Determination Notices, with no modifications or additions whatsoever permitted), and Landlord's and Tenant's critiques shall be submitted to the appraiser. Within fifteen (15) days thereafter, the appraiser shall decide in writing whether the Landlord's or the Tenant's determination of the Fair Market Rental Value is more times correct, and shall state in detail the reasons therefor. The determination so chosen shall be the Fair Market Rental Value. The appraiser shall be empowered to choose only between the Landlord's and the Tenant's determinations, and shall reach no other or compromise decision. The appraiser's decision shall be final and binding on Landlord and Tenant. Each Extension Term shall begin on the Expiration Date and thereafter the Expiration Date shall be deemed to be, following the exercise of the first Extension Option, twelve and one-half (12-1/2)years following the Commencement Date, and following the exercise of the second Extension Option, seventeen and one-half (17-1/2) years following the Commencement Date. Upon the exercise of the first Extension Option there shall be only one option remaining, and following the exercise of the second Extension Option, or upon failure to exercise the first Extension Option, there shall be no further options to extend. The Minimum Annual Rent payable by Tenant shall be ninety-five (95%) per cent of the Fair Market Rental Value, as defined below, as of the commencement of each Extension Term; provided, however, that in no event shall the Minimum Annual Rent payable by Tenant during any lease year of any Extension Term be less than the Minimum Annual Rent payable by Tenant during the final lease year immediately preceding the current Extension Term. For the purposes of this Section 28, "Fair Market Rental Value" shall mean, as of the date in question, the then current annual rental charge, including provisions for subsequent increases and other adjustments for leases or agreements to lease then currently being negotiated, or executed in comparable space located in the Building (if applicable), Great Valley Corporate Center, Malvern, Pennsylvania, and leases or agreements to lease then currently being negotiated or executed for comparable class "A" office space located elsewhere in office buildings owned by Landlord located in the Great Valley/Malvern, Pennsylvania area, for a service term commencing on or late charge under Section 24.1 has become payable about the then scheduled Expiration Date of this Lease. In determining Fair Market Rental Value, the following factors, among others, shall be taken into account and given effect: size, location of premises, lease term, condition of Building, condition of the premises, economic concessions (including tenant improvements being performed by landlords for any such defaulttenants, whether or not tenant improvement allowances being granted by landlords to tenants), then being granted by Landlord to tenants and services provided by the Landlord. Landlord and Tenant has cured such defaultsshall enter into an amendment setting forth the Extension Term .
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Option to Extend Term. Landlord grants to Tenant shall have the option (“Extension Option”) to extend the term for one period of five (5) years (the "Second Extended Term") following the expiration of the Extended Term set forth in paragraph 1 under all the provisions of this Lease as Amendment except for the amount of the basic rent. The basic rent for the Second Extended Term shall be adjusted to ninety-five percent (95%) of the entire Premises (and market rate provided that in no event shall the basic rent for the Second Extended Term be less than the entire Premises) upon Basic rent in effect at the expiration of the Extended Term. This option is further subject to the following terms and conditions. Any extension :
(a) Tenant must deliver its irrevocable written notice of Tenant's exercise of this option to Landlord not less than six (6) lease months, nor more than twelve (12) lease months, prior tot he expiration of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1Extended Term. Tenant shall have two (2) consecutive options to extend the Term of this Lease for five (5) years each on the same terms and conditions as this Lease. Basic Annual Rent shall be adjusted on the first (1st) day Time is of the extension term essence with respect to the time period during which Tenant must deliver to Landlord its written notice of exercise and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon , therefore, if Tenant giving fails to give Landlord its irrevocable written notice of its election to exercise the Extension Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of this option within the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension Option after the date time period provided for in above then this paragraph.
40.4. Notwithstanding anything contained in this Article 40, Tenant option shall not have the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (provided, however, that, for purposes of this Section 40.4(b), Landlord shall not be required to provide Tenant with notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate expire and be of no further force or effect even after effect.
(b) The parties shall have thirty (30) days from the date Landlord receives Tenant’s due 's notice of exercise in which to agree on the amount constituting the market rate. If Landlord and timely exercise Tenant agree on the amount f the market rate. If Landlord and Tenant agree on the amount of the Extension Option ifmarket rate, after such exercise, but prior they shall immediately execute an amendment to this lease setting forth the commencement expiration date of the new termSecond Extended Term and the amount of the basic rent to be paid by Tenant during the Second Extended Term. If Landlord and Tenant are unable to agree on the amount of the market rate within such time period, then, at the request of either party, the market rate shall be determined in the following manner: (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary defaulti) within thirty (30) days after of the date request of either party, Landlord gives notice to and Tenant shall each select a licensed real estate appraiser with not less than five (5) years primary experience in the business of appraising commercial property and commercial leases of property of the same type use and in the same geographic area as the Premises; (ii) within fifteen (15) days of their appointment, such defaulttwo real estate appraisers shall select a third appraiser who is similarly qualified; (iii) within thirty (30) days from the appointment of the third appraiser, the three appraisers so selected shall, acting as a board of arbitrators, then determine the amount of the market rate, basing their determination on standard procedures and test normally employed in determining market rates and applying the factors included within the definition of market rate set forth in subparagraph (c) Tenant commences below. The decision of the majority of said appraisers shall be final and binding upon the parties hereto. If a majority of the appraisers are unable to cure agree on the market rate within the stipulated period of time, the three opinions of the market rate shall be added together and their total divided by three; the resulting quotient shall be the market rate. If, however, the low opinion and/or the high opinion are/is more than 15% lower and/or higher than the middle opinion, the low opinion and /or the high opinion , as the case bay be, shall be disregarded. If only one opinion is disregarded, the remaining two opinions shall be added together and their total divided by two and the resulting quotient shall be the market rate. If both the low opinion and the high opinion ar disregarded as stated in this paragraph, the middle opinion shall be the market rate. If a default (other than a monetary default) but party does not prosecute appoint a qualified appraiser within the required time period the appraiser appointed by the other party shall be the sole appraiser and shall determine the market rate. If the two appraisers appointed by the parties are unable to completion prior agree on the third appraiser, either of the parties to the commencement date lease, by giving ten (10) days ' notice to the other party, can apply to the then president of the extended Term (unless Tenant is diligently prosecuting to completion and merely needs additional time)county real estate board of the county in which the Premises are located, or to the presiding judge of the superior court of that county, for the selection of a third appraiser who meets the qualifications stated in this paragraph. Each party shall pay the expenses and charges of the appraisers appointed by it and the parties shall pay the expenses and charges of the third appraiser in qual shares. When the market rate has been so determined, Landlord and Tenant shall immediately execute an amendment to this lease stating the basic rent for the Second Extended Term.
(c) As used herein, the "market rate" shall be the monthly rent (triple net) then obtained for five (5) year fixed rent leases of comparable terms for premises in the Project and in buildings and/or projects within the same geographical area of similar types and identity, quality and location as the Project.
(d) Common area charges shall continue to be determined and payable as provided in paragraph 16 of the Lease.
(e) Tenant has defaulted shall not assign or otherwise transfer this option or any interest therein and any attempt to do so shall render this option null and void. Tenant shall have no right to extend the term beyond the Second Extended Term. If Tenant is in default under the Lease as amended hereby at the date of delivery of Tenant's notice of exercise to Landlord, then such notice shall be of no effect and this lease shall expire at the end of the Second Extended Term. If Tenant is in default under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such defaultlease at the last day of the Extended Term, whether or not Tenant has cured such defaultsthen Landlord may in its sole discretion elect to have Tenant's exercise of this option be of no effect, in which case this lease shall expire at the end of the Extended Term.
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Option to Extend Term. A. Tenant shall have the option (“Extension Option”) to extend the Term term of this Lease as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to any Extension Option shall be on all the same terms and conditions as this Lease, except as follows:
40.1. Tenant shall have for two (2) consecutive options to extend periods of four (4) years each (collectively, the Term "Option Periods"; individually, the "Option Period"), with the first Option Period, commencing upon expiration of the initial term of this Lease for five and the second Option Period commencing upon expiration of the first option Period, subject to the following conditions:
(5i) years each on The option with respect to the same terms and conditions as this Lease. Basic Annual Rent first Option Period shall be adjusted on the first (1st) day of the extension term and each annual anniversary date thereof in accordance with Article 6.
40.2. The Extension Option is not assignable separate and apart from this Lease.
40.3. The Extension Option is conditional upon Tenant giving Landlord written exercised by notice of its election exercise given to exercise the Extension Option at least Landlord not more than twelve (12) months nor less than six (6) months prior to the end of the expiration of the then-current Term. Time initial term, and the option with respect to the second Option Period shall be given not more than twelve months nor less than six months prior to the expiration of the essence as to Tenant’s exercise of any Extension Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise any Extension Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of any Extension first Option after the date provided for in this paragraphPeriod.
40.4. Notwithstanding anything contained (ii) At the time each option is exercised, and at the commencement of each Option Period, the Lease shall be in this Article 40full force and effect and no Event of Default shall then exist, and, with respect to the second option Period, Tenant shall have timely exercised its option with respect to the first option Period and the Lease shall be in full force and effect.
B. In the event the option is timely exercised, the Lease shall be extended for the term of the Option Period in question upon all the terms and conditions of the Lease, however, provided that the Base Rent during the first option Period shall be as set forth in the Basic Lease Information and the Base Rent during the Second Option Period shall be ninety five percent (95%) of the then Fair Market Rent for the premises as of the commencement of the second Option Period.
C. If Tenant exercises its option as to the second Option Period, Landlord shall give its determination of Fair Market Rent by notice to Tenant not have less than 20 days after Tenant's notice of exercise of the right to exercise the Extension Option: (a) during any time that Tenant is in Default under any provision of this Lease or the Required Leases (option, provided, however, thatthat if Tenant believes that the Fair Market Rent specified by Landlord exceeds the actual Fair Market Rental for the premises as of such date, for purposes Tenant shall so notify Landlord within five business days following the giving of this Section 40.4(b), Landlord Landlord's notice and the amount of Base Rent during the second Option Period shall not be required to provide Tenant with determined as follows:
(i) Within 20 days after Landlord's notice of such Default but upon Tenant’s notification to Landlord of Tenant’s intent to exercise the Extension Option, Landlord shall promptly provide Tenant with written notice of such Defaults to which Landlord Fair Market Rent is aware) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (b) in the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times and a service or late charge has become payable under Section 24.1 for each of such defaults during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise an Extension Option, whether or not Tenant has cured such defaults. Notwithstanding the foregoing, if the nature of such default is such that it could reasonably be cured before the deadline for Tenant’s exercise of the Extension Option, then the deadline for Tenant’s exercise of the Extension Option shall be extended for five (5) days to provide Tenant the opportunity to cure such default.
40.5. Except as provided in Section 40.4, the period of time within which Tenant may exercise an Extension Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Extension Option because of the provisions of Section 40.4.
40.6. All of Tenant’s rights under the provisions of the Extension Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord given to Tenant, (b) Tenant fails to commence to cure Tenant, at its sole expense, shall obtain a default (other than determination of Fair Market Rent for the Premises for a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant three year term as of such default, (c) Tenant commences to cure a default (other than a monetary default) but does not prosecute to completion prior to the commencement date of the extended Term option Period from a broker (unless "Tenant is diligently prosecuting Broker") licensed in the State of California and engaged in the office/R&D brokerage business in the Xxxxxx City area and shall submit such determination to completion and merely needs additional time), or (d) Tenant has defaulted under this Lease three (3) or more times and a service or late charge under Section 24.1 has become payable for any such default, whether or not Tenant has cured such defaultsLandlord.
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Samples: Sublease (Depomed Inc)
