OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that: a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease; b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature; c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.
Appears in 7 contracts
Samples: Lease Agreement (FG Group Holdings Inc.), Lease Agreement (Strong Global Entertainment, Inc.), Master Asset Purchase Agreement (FG Group Holdings Inc.)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the (a) Tenant shall have five (5) options an option to renew the this Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a one additional period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date expiration of the then current Terminitial term, provided that Tenant is not in Default under this Lease. Each Renewal Term The extension shall be on upon the same terms terms, conditions and conditions as are contained in the Lease existing on the date immediately preceding the commencement date covenants of the Renewal Term in questionthis Lease, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Termoptions unless expressly granted in writing by Landlord, and the Options to Renew shall not apply anew; and
d) the Base Rent payable annual base rent for the renewal period shall be based upon the then-prevailing fair market rental value of the Leased Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%“FMRV”). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior exercise this option by written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier later than twelve six (126) months prior to the expiry date expiration of the then current Terminitial term of this Lease.
(b) If Tenant exercises its renewal option as herein provided, Landlord shall make the initial determination of the FMRV. Landlord shall notify Tenant in writing (the "FMR Notice") of Landlord's determination of the FMRV within days thirty (30) days following receipt of Tenant's renewal notice. Tenant shall notify Landlord in writing within ten (10) days of its receipt of Landlord's FMR Notice whether or not it accepts Landlord's determination of FMRV. If Tenant accepts Xxxxxxxx's determination, the FMRV shall be final and binding and Landlord shall prepare an amendment to the Lease that amends the base rent to reflect the new FMRV. Xxxxxx's failure to respond to Xxxxxxxx's FMR Notice within the ten (10) day period shall be deemed a rejection by Tenant of Landlord's determination of FMRV. If Tenant delivers written notice ("Tenant's Rejection Notice") to Landlord within the ten (10) day period rejecting Landlord's determination of FMRV or if Tenant is deemed to have rejected Landlord's determination of FMRV, the parties agree to negotiate their differences in good faith within thirty (30) days (the "FMR Negotiation Period") following Landlord's receipt of Tenant's Rejection Notice or following the effective date of such deemed rejection. If the parties fail to agree on FMRV within the FMR Negotiation Period, then the parties agree to obtain an appraisal to determine the FMRV in accordance with the terms and conditions contained below.
(c) If Landlord and Tenant fail to agree upon the terms of the renewal proposal within the time periods set forth in section 15.16(b), the FMRV appraisal process as described below shall be used to determine Minimum Annual Rent. Minimum Annual Rent for any such extended period shall be the annual FMRV of the Leased Premises as determined by two (2) appraisers, one selected by Xxxxxx and one selected by Landlord as of the date which is not more than ten (10) days following the expiration of the FMR Negotiation Period. Each of the appraisers shall: (i) be MAI certified by the Appraisal Institute or comparable organization; (ii) be licensed in the State of Indiana; and (iii) have a minimum of ten (10) years' experience in the business of appraising or managing commercial real estate or acting as a commercial real estate broker or agent in Fishers, Indiana. If either party fails to validly exercise appoint an Option to Renewappraiser within such timeframe, the appraiser appointed by such other party shall make the FMRV determination. The appraisers shall issue their reports within ten (10) days of appointment. If the higher of the two (2) appraisals is less than or equal to 110% of the lower, FMRV shall be the average of the two; if not, the two (2) appraisers shall then mutually select a third appraiser within ten (10) days. The third appraiser so selected shall determine which of the two appraisers’ determination is closer to FMRV within ten (10) days of appointment and the appraisal closer to the third appraiser’s determination of FMRV shall be deemed to be FMRV. Landlord shall pay the cost of the appraisal by the appraiser selected by Landlord. Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with pay the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date cost of the then current Term, without any rights or recourses whatsoever appraisal by the appraiser selected by Xxxxxx. Landlord and Tenant shall equally bear the cost of the Tenant against the Landlord related theretothird appraisal.
Appears in 4 contracts
Samples: Office Lease (Telix Pharmaceuticals LTD), Office Lease (Telix Pharmaceuticals LTD), Office Lease (Telix Pharmaceuticals LTD)
OPTION TO RENEW. Subject (1) IF:
(a) Tenant is not in default (beyond applicable periods of notice and cure) under this Lease; and
(b) Tenant gives and Landlord receives written notice not less than nine (9) months prior to the provisions expiration of the initial (or then extended) Lease Term of the Lease of Tenant’s intention to extend the Term of the Lease (each an “Extended Term”); and
(c) Spheris Operations Inc. (or an assignee described in Section 5 18c) is the Tenant and is in occupation of and conducting its business in the whole of the Premises in accordance with the terms of this Schedule “A”Lease, provided Tenant expressly acknowledging and agreeing that this Section 30 b is personal to Tenant (and to its assignees under Section 18c),
(2) THEN: the Term of the Lease is in full force and effectshall be extended as to the entire Premises, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMSor at Tenant’s option, INC. itself personally, has not assigned the Lease or the subleased a portion of the Premises, or on a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five full floor basis (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”Data Center in Building A), commencing on with a minimum of 2 full floors, upon the day immediately following the expiry date expiration of the then current initial Lease Term. Each Renewal Term shall be on , or the then-previous Extension Term, if applicable, for the Extended Terms, as indicated in Section 1b, upon the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
(a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of right to extend the Lease beyond the fifth Term (5th) Renewal Term, and the Options to Renew shall not apply anewother than as indicated in Section 1 b); and
d(b) Landlord may, at its option, require that Tenant enter into an extension agreement, as prepared by Landlord, to give effect to such Extended Term, and
(c) the Base Rent payable for shall be at the Premises rental rate as specified in Section 30b (excluding 6) below at the Expansion Premisestime the renewal notice is due.
(d) For purposes of this Lease, the term “Lease Term” shall be deemed to include, if anyapplicable, for which no Base Rent is payableany Extended Term(s) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent unless specifically provided otherwise herein.
(2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”3) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renewgive and if Landlord does not receive appropriate notice within the time limit set out herein for extending the Lease Term, the Tenant then this Section 30 b, shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, force or effect as to the upcoming Extension Term. If Tenant gives and Landlord receives such appropriate notice within the time limit set out herein for extending the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever it will execute the documentation submitted by Landlord pursuant to Subsection (2)(b) of this Section 30b within ten (10) Business Days of Tenant’s receipt of each document; provided, however, that Landlord agrees not to submit such documentation to Tenant until such time that the Tenant against the Landlord related theretorent is finally determined pursuant to Section 30b(6) below.
Appears in 3 contracts
Samples: Office Lease (Medquist Inc), Office Lease (CBaySystems Holdings LTD), Office Lease (CBaySystems Holdings LTD)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the A. Tenant shall have five the right, at its election made in its sole discretion, to extend the Term (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to RenewRenewal Option”) for the Premises and the Expansion Premises additional periods set forth in Section 1.E (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on provided that each of the day immediately following occurs:
1. Landlord receives irrevocable written notice of exercise of the expiry date Renewal Option (the “Renewal Notice”), not less than twelve (12) full months prior to the expiration of the then current existing Term (or Renewal Term, as case may be); and
2. Each There is no uncured Event of Default beyond any applicable notice and cure period at the time that Tenant delivers the Renewal Notice.
B. The Renewal Term shall be on upon the same terms and conditions as are contained in this Lease except (i) Base Rent for the Lease existing on first year of the date applicable Renewal Term shall be equal to one hundred one percent (101%) of the Base Rent for the year immediately preceding the first year of the applicable Renewal Term and Base Rent shall increase by one percent (1%) annually during each Fixed Renewal Term and (ii) Base Rent for the first year of each of the FMV Renewal Terms shall be the Market Rate as determined in accordance with this Section 37.B, and the Base Rent shall increase by one percent (1%) annually thereafter following establishment of the Market Rate during each FMV Renewal Term. With respect to any FMV Renewal Term, “Market Rate” for the Premises shall mean the Base Rent rate that the Premises would be expected to be leased for, for a term commencing on the applicable commencement date of the such FMV Renewal Term and with a duration equal to the number of years in questionthe FMV Renewal Term, save in its then-existing condition, in an arms-length transaction between a willing landlord and except that:
awilling tenant in the commercial space market existing in the vicinity of the Premises at the time such rate is established. Such determination shall include consideration of all relevant factors, including: (i) the Tenant shall accept the Premises size, use and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date location of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all the quality of, condition of, and the nature of the improvements in, the Building, including without limitation, the necessity to remove such improvements, additions or modifications but shall exclude the value of improvements installed by Tenant in such Premises that are to be removed by Tenant at the expiration of the Term; (ii) other Comparable Buildings to the Building; (iii) other comparable leasing transactions in comparable locations in the vicinity of the Premises that may be required shall be performed by for new leases (with appropriate adjustments for different size premises and different length terms), and the Tenantrents and concessions, at its cost, in compliance allowances and commissions granted along with the provisions other terms of such transactions; (iv) the financial condition of Tenant; and (v) the terms of this Lease, including (x) Rents payable by Tenant hereunder (in addition to the Base Rent), and (y) the increases in Base Rent provided for herein for the years following such FMV Renewal Term for which the Market Rate is being determined.
C. Within forty-five (45) days after receipt of the Lease;
b) there shall be no fixturing periodRenewal Notice, no allowanceLandlord shall, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of if applicable for the Term or renewal of the Lease beyond the fifth (5th) FMV Renewal Term, and advise Tenant of Landlord’s determination of the Options to Renew shall not apply anew; and
dMarket Rate for such FMV Renewal Term. Tenant, within twenty (20) days after the Base Rent payable date on which Landlord advises Tenant of the applicable Market Rate for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last first year of such FMV Renewal Term, shall either (i) give Landlord final binding written notice (the then current Term increased, on a cumulative basis, on each anniversary date “Binding Notice”) of the commencement date Tenant’s exercise of the Renewal TermOption, commencing on said commencement dateor (ii) if Tenant disagrees with Landlord’s determination, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior with written notice of its exercise thereof rejection (the “Notice of RenewalRejection Notice”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term). If Tenant fails to validly exercise an provide Landlord with either a Binding Notice or Rejection Notice within such twenty (20) day period, Tenant’s Renewal Option to Renew, the Tenant shall be deemed, for all legal purposes, deemed to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become be null and void and of no further force and effect. If Tenant provides Landlord with a Binding Notice, Landlord and Tenant shall enter into the Lease Renewal Amendment upon completion of the process set forth in these Sections 37.C and 37.D upon the terms and conditions set forth herein (including the Base Rent for such FMV Renewal Term in accordance with such Binding Notice). If Tenant provides Landlord with a Rejection Notice, Landlord and Tenant shall terminate at reasonably cooperate to agree upon the expiry Market Rate for the first year of such FMV Renewal Term. Upon agreement, Tenant shall provide Landlord with a Binding Notice and Landlord and Tenant shall enter into the Renewal Amendment upon completion of the process set forth in these Sections 37.C and 37.D in accordance with the terms and conditions hereof. Notwithstanding the foregoing, if Landlord and Tenant are unable to agree upon the Market Rate within twenty (20) days after the date Tenant provides Landlord with the Rejection Notice, Tenant, by written notice to Landlord (the “Arbitration Notice”) within ten (10) days after the expiration of such twenty (20) day period, shall have the right to have the Market Rate determined in accordance with the arbitration procedures described in Section 37.D below. If Landlord and Tenant are unable to agree upon the Market Rate within the twenty (20) day period described and Tenant fails to timely exercise its right to arbitrate, the Renewal Option shall be deemed to be null and void and of no further force and effect.
D. If Tenant provides Landlord with an Arbitration Notice, Landlord and Tenant, within ten (10) days after the date of the then current Arbitration Notice, shall each simultaneously submit to the other, in a sealed envelope, its good faith estimate of the Market Rate for the Premises for the first year of the applicable FMV Renewal Term (collectively referred to as the “Estimates”) and shall each select an appraiser (hereinafter, an “appraiser”) to determine which of the two Estimates most closely reflects the Market Rate for the Premises for the first year of the applicable FMV Renewal Term. Each appraiser so selected shall be a member of the Appraisal Institute and have not less than ten (10) years’ experience in the field of commercial real estate appraisal and/or brokerage and shall be experienced in the vicinity of the Premises subject to such Arbitration Notice. Upon selection, Landlord’s and Tenant’s appraisers shall work together in good faith to agree upon which of the two Estimates most closely reflects the Market Rate. The Estimate chosen by such appraisers shall be binding on both Landlord and Tenant as the Base Rent rate for the Premises for the first year of the applicable FMV Renewal Term. If either Landlord or Tenant fails to appoint an appraiser within the ten (10) day period referred to above, the appraiser appointed by the other party shall be the sole appraiser for the purposes hereof. If the two appraisers cannot agree upon which of the two Estimates most closely reflects the Market Rate within thirty (30) days after their appointment, then, within ten (10) days after the expiration of such thirty (30) day period, the two appraisers shall select a third appraiser meeting the aforementioned criteria, the cost of which shall be borne equally by Landlord and Tenant. Once the third appraiser (i.e. arbitrator) has been selected as provided for above, then, as soon thereafter as practicable but in any case within fourteen (14) days, the arbitrator shall make his determination of which of the two Estimates most closely reflects the Market Rate for the Premises for the first year of the applicable FMV Renewal Term, without any rights or recourses whatsoever the arbitrator may determine a Market Rate which is not equal to either Estimate, provided, however, that the arbitrator’s Market Rate may not be higher than the higher of the Estimates nor lower than the lower of the Estimates. The determination by such third appraiser shall be binding on both Landlord and Tenant.
E. If Tenant against is entitled to and properly exercises its Renewal Option, Landlord and Tenant shall execute an amendment (the Landlord related thereto“Renewal Amendment”) to reflect changes in the Base Rent, the Term, the Expiration Date and other appropriate terms; provided that an otherwise valid exercise of the Renewal Option shall be fully effective whether or not the Renewal Amendment is executed. During any validly exercised Renewal Term, references to the Term in this Lease shall mean and refer to the Term as extended by the Renewal Term.
Appears in 3 contracts
Samples: Master Lease Agreement (Cracker Barrel Old Country Store, Inc), Agreement for Purchase and Sale of Real Property (Cracker Barrel Old Country Store, Inc), Master Lease Agreement (Cracker Barrel Old Country Store, Inc)
OPTION TO RENEW. Subject (a) Provided the Tenant:
(i) has duly and regularly made all Minimum Rent, additional rent and other sums required to be paid pursuant to this Lease and within the provisions times and in the manner set out in this Lease, including any cure periods;
(ii) has duly and regularly observed and performed each and every one of Section 5 of this Schedule “A”the terms, provided covenants and conditions contained in the Lease is on its part to be observed and performed and within the times and manner set out in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, including any cure periods; and
(iii) either personally or through its affiliated companies is in possession of and conducting its business in the Tenant whole of the Leased Premises in accordance with the terms of the Lease; it, the Tenant, shall have five three (53 ) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) each for the Premises and the Expansion Premises (if any), for further periods a term of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each being hereinafter called a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on ) upon the same terms and conditions as are contained herein more particularly set forth save for Minimum Rent and save for further renewals (subject to those specified herein) provided the Tenant notifies the Landlord in writing at least six (6) months prior to the expiration of the Term of its wish to exercise such option.
(b) With respect to Minimum Rent during any Renewal Term more particularly referred to in the Lease existing on immediate preceding paragraph such rent shall be mutually agreed upon by the date immediately preceding parties hereto, or failing agreement, shall be fixed by binding arbitration as hereinafter provided, always subject to the commencement date same covenants, provisos, and conditions as herein contained. If such Minimum Rent is to be settled by arbitration, such rent shall be governed by current market rent for similar premises in the area in effect as of the first day of the Renewal Term in question, save question and except thathaving regard to the following:
a(i) If the parties hereto are unable to agree upon annual Minimum Rent with respect to any Renewal Term pursuant to the provisions of the immediately preceding paragraph by the first day of the third month immediately preceding the commencement of any Renewal Term, since time is recognized to be of the essence hereof, it is agreed that either party may at any time thereafter give notice to the other party of its desire to submit the matter regarding annual Minimum Rent with respect to the Renewal Term to arbitration. Such notice shall give the name of the arbitrator who is the nominee of the party giving such notice. Within ten (10) business days after the receipt of such notice, the party receiving it shall give notice to the other party of its nominee as arbitrator, and the two (2) arbitrators so named shall within ten (10) days of the appointment of the second of them agree upon the third arbitrator who shall be chairperson of the panel. If the party receiving the said notice shall not give notice to the other party of its nominee as arbitrator within the said ten (10) business days, then the nominee of the party who shall have given the said notice shall proceed as the sole member of the board of arbitration and his/her decision shall be final and binding upon the parties hereto. If the two (2) arbitrators first named are unable to agree upon the choice of the third arbitrator either party may apply to a judge of the Superior Court of Ontario who is hereby authorized and empowered to appoint the third arbitrator. The decision of the sole arbitrator or of any two (2) of the three (3) arbitrators (as the case may be) shall be deemed to be the decision of the entire panel, and shall be final and binding on all parties in interest and shall not be subject to appeal in any jurisdiction. The panel of arbitrators shall have full power and authority to hear evidence under oath or otherwise as it may decide to be proper, and to assess the costs of the arbitration against either or both of the parties hereto.
(ii) If the annual Minimum Rent payable during the Renewal Term in question is finally determined, whether by mutual agreement or by arbitration, after the expiration of the immediately preceding Term or Renewal Term (as the case may be), all necessary adjustments in respect of any overpayment or underpayment by the Tenant shall accept the Premises be made within thirty (30) days following such determination.
(iii) It is understood and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date agreed that pending finalization of annual Minimum Rent for the Renewal Term in question, the Tenant hereby renouncing shall continue to all legal warranties related thereto; the Landlord having no work pay annual Minimum Rent as referred to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current immediately preceding Term increased, on a cumulative basis, on each anniversary date of or Renewal Term (as the commencement date of the case may be) until such time as determination has been made with respect to annual Minimum Rent applicable to such Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.
Appears in 2 contracts
Samples: Combination Agreement (Fenix Parts, Inc.), Combination Agreement (Fenix Parts, Inc.)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have one (1) option to renew (the "Option") the Lease for one five (5) options year term, at the Prevailing Market Rent (as hereinafter defined), plus Tenant's Percentage of all Operating Costs and Taxes, and all other charges pursuant to renew the Lease, provided that Tenant: (i) is not in currently in default; and (ii) has not been in default of any term or provision of the Lease two or more times during the initial Lease Term, regardless of whether any of the defaults were cured (collectively, timely or otherwise) or remained uncured with or without the “Options to Renew”, and each, an “Option to Renew”) for acquiescence of Lessor with the Premises and the Expansion Premises (if any), for further periods exception of payment of Basic Rent or Additional Rent which may not be more than five (5) years each, except for the fifth days late twice within a twelve (5th12) and final month period. The Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed exercised only by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options Xxxxxx delivering to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its Xxxxxx's unconditional exercise thereof of the Option; provided, however, that the Option shall be exercised no later than nine (the “Notice of Renewal”9) to be received by the Landlord no earlier months but not more than twelve (12) months prior to the expiry date expiration of the then current Termoriginal term. If Tenant fails to validly timely exercise an the Option in the manner herein specified, then the Option shall immediately and automatically terminate and be of no further force or effect. Time is of the essence with respect to Renewthe exercise of the Option. Except as otherwise specifically provided herein, all provisions of the Lease, this Addendum and all other exhibits to the Lease shall continue in full force and effect during the Option Period; provided, however, that the Base Rent for the initial year of the Option Period shall be set at the Prevailing Market Rent (as such term is defined below). The Option is personal to Tenant and may not be exercised or assigned, voluntarily or involuntarily, by, or to, any person or entity other than Tenant. The Option is not assignable separate and apart from this Lease. In the event that at the time the Option is exercisable by Tenant, this Lease has been assigned, or a sublease exists as to twenty percent (20%) or more of the Premises, the Option shall be deemed null and void and Tenant, any assignee, or any sublessee, shall not have the right to exercise the Option. Landlord and Tenant shall have 30 days following the exercise of the Option in which to agree as to the Prevailing Market Rent for the Premises as of the first month of the Option Period. In the event Landlord and Tenant are unable to agree on the Prevailing Market Rent within such thirty (30) day period, the Prevailing Market Rent shall be deemeddetermined as follows:
a. Within 15 days following the expiration of such 30 day period for Landlord and Tenant to agree on the Prevailing Market Rent for the Premises, for all legal purposesLandlord and Tenant shall each give written notice to the other designating by name, address and telephone number an MAI appraiser or commercial real estate broker with no less than ten (10) years of retail leasing experience, collectively "the appraisers" familiar with retail rentals in commercial high-rise properties in the downtown San Francisco financial district (the "Comparison Area"). Within 15 days following the selection of the second appraiser to have renounced be designated, the first two appraisers shall select a third MAI appraiser. The employment of each appraiser shall be conditioned on such appraiser's agreement to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together comply with the provisions of this Section 3.3. Within 30 days after the selection of the third appraiser, the three appraisers so selected shall ipso facto become null determine the Prevailing Market Rent for the Premises and void shall each notify Landlord and Tenant, in writing, within such 30 day period of no further effectthe Prevailing Market Rent for the Premises determined by such appraisal. The Prevailing Market Rent for the Premises shall be determined by applying the following criteria:
i. The Prevailing Market Rent shall be based on the gross monthly rent projected to be paid by tenants which shall take into consideration rental increases, if any, for qualifying five (5) year lease transactions similar in length to the Option Period, based on leases executed not earlier than six months prior to the date the appraisers shall meet, for retail space in commercial high-rise properties in the downtown San Francisco financial district comparable to the Building in size, quality, age and amenities, for premises which are comparable to the Premises in size (plus or minus 20%), height, location and cosmetic condition, and with comparable tenant improvements as are in the Lease Premises whether paid for by Landlord or Tenant, and "free" rent, if any is then generally being offered in the marketplace (other than free rent given in substitution of other rent concessions such as, but not limited to, tenant improvements) [collectively referred to herein as "PMR Criteria"], for buildings in the Comparison Area.
ii. The two appraisals for the Prevailing Market Rent which arithmetically are the closest shall terminate at be added together and divided by two. The third appraisal shall be disregarded. The quotient so derived shall be the expiry date initial monthly Base Rent for the Option Period.
b. In addition to monthly Base Rent, Tenant shall be obligated to pay Tenant's Share of Operating Expenses pursuant to Paragraph 4.2 of the then current Term, without any rights or recourses whatsoever Lease.
c. Landlord and Tenant shall each pay the costs and fees of the appraiser selected by it. Landlord and Tenant against shall share equally the costs and fees of the third appraiser. In the event that either Landlord related theretoor Tenant does not identify an appraiser within the first fifteen day (15) period set forth in this Section 3.3 above, the appraiser appropriately and timely identified shall alone render the appraisal based on the PMR Criteria.
d. The terms and conditions of the extension shall be negotiated directly between Landlord and Tenant. If Tenant requires the service of an agent, the payment of such service shall be the responsibility of Tenant.
Appears in 2 contracts
Samples: Assignment of Lease (NBC Internet Inc), Assignment of Lease (Xoom Inc)
OPTION TO RENEW. Subject to the provisions of Section 5 of (a) Provided that (i) this Schedule “A”, provided the Lease is in full force and effect, effect as of the date of the Renewal Notice (as defined below) and further provided as of the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned originally scheduled expiration of the Lease or the subleased the Premises, or a portion thereof, and Term; (ii) Tenant is not then in default Default under this Lease as of executing its obligations under the Leasedates referred to in clause (i) above; and (iii) Tenant has been continuously operating in the Leased Premises throughout the Lease Term and has not assigned this Lease or sublet more than sixty percent (60%) of the Leased Premises (other than to a Permitted Transferee), the Tenant shall have five three (53) separate options to renew extend the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) Term for the Premises and the Expansion Premises (if any)entire Leased Premises, for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be each for a period of five (5) years minus one (1) day (each each, a “Renewal Term”), and collectively, the “Renewal Terms”) commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding following the commencement date expiration of the Renewal initial Lease Term in question, save and except that:
a) (or the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) previous Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%as applicable). In order to validly Tenant may exercise its Option to Renew, the Tenant shall provide to the Landlord a prior each such option by delivering written notice of its exercise thereof (the a “Notice of RenewalRenewal Notice”) to be received by the Landlord no earlier not less than twelve (12) months prior to (but not more than twenty-four (24) months prior to) the expiry date expiration of the initial Lease Term (or the expiring Renewal Term, as applicable). Each Renewal Term, if properly exercised by Tenant as set forth herein, shall constitute an extension of the Lease Term and shall be upon all of the same terms and conditions then current in effect under this Lease, except that (i) there shall be no further option to renew or extend the Lease Term during the third Renewal Term, and (ii) Minimum Annual Rent for each Renewal Term shall be payable at a rate per annum equal to the Fair Market Rental (as defined below) for the Leased Premises for the applicable Renewal Term. If Tenant shall duly and timely exercise one of Tenant’s rights to extend the Lease Term for a Renewal Term pursuant to the terms hereof, all of the applicable references in this Lease to the Lease Term shall be deemed to include such Renewal Term. During each Renewal Term, Tenant shall continue to pay Tenant’s Proportionate Share of Operating Expenses without interruption unless otherwise agreed to by Landlord and Tenant in writing.
(b) If Tenant shall timely deliver a Renewal Notice to Landlord, then not later than twenty (20) days after the date such Renewal Notice is delivered, Landlord shall notify Tenant of Landlord’s determination of the Fair Market Rental for the applicable Renewal Term. For purposes of the foregoing, the “Fair Market Rental” shall be the rental rate charged for leased premises of comparable size and condition as the Leased Premises in the Research Triangle Park office and research and development market, taking into consideration the location and quality of the Building, term of lease, and any material economic differences between the terms of this Lease and the terms of any comparable lease (including abatement periods, tenant improvement or refurbishment allowances, architectural fees, brokerage commissions and any other relevant cash and non-cash incentives, inducements, concessions and other relevant factors). If Tenant delivers to Landlord a written objection to Landlord’s calculation of the Fair Market Rental within ten (10) business days after Tenant’s receipt of Landlord’s determination of the Fair Market Rental, then the parties shall meet and confer in good faith (which such meeting may be telephonic or electronic) and if the parties cannot agree on the Fair Market Rental within twenty (20) days after Tenant’s written objection, then Tenant may retract its exercise of its option to extend at no cost to Tenant, or Tenant may choose arbitration to determine the Fair Market Rental. If Tenant chooses arbitration, Tenant shall give Landlord written notice of its desire to seek arbitration within five (5) business days after expiration of such twenty (20) day period (“Arbitration Notice”). Within ten (10) days after Tenant provides Landlord with its Arbitration Notice, the parties shall each appoint an appraiser to determine the Fair Market Rental for the Leased Premises during the applicable Renewal Term. Each appraiser so selected shall be an MAI appraiser or a licensed real estate broker, each having at least ten (10) years prior experience in the appraisal or leasing of comparable space in the metropolitan area in which the Leased Premises are located and with a working knowledge of current rental rates and practices. If the two appraisers cannot agree upon the Fair Market Rental for the Leased Premises within twenty (20) days after their appointment, then, within five (5) business days after the expiration of such twenty (20) day period, the two appraisers shall select a third appraiser meeting the above criteria. Once the third appraiser has been selected as provided for above, each of the initial appraisers shall deliver its determination of the Fair Market Rental to the third appraiser, and such third appraiser shall within ten (10) business days after its appointment select the determination made by one of the initial two appraisers that most closely approximates the third appraiser’s own determination of the Fair Market Rental. The determination of the Fair Market Rental selected by the third appraiser shall be used as the Minimum Annual Rent for the applicable Renewal Term and shall be binding on both Landlord and Tenant. Landlord and Tenant shall each bear the cost of its appraiser and shall share the cost of the third. If Tenant delivers a written objection to Landlord’s calculation of the Fair Market Rental within the 10- business day time period referenced above but fails to validly provide the Arbitration Notice as provided above, then Tenant’s exercise an Option of its option to Renew, the Tenant extend shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretodeemed retracted.
Appears in 2 contracts
Samples: Lease Agreement (Grail, Inc.), Lease Agreement (Grail, Inc.)
OPTION TO RENEW. Subject (a) Provided the Tenant:
(i) has duly and regularly made all Minimum Rent, additional rent and other sums required to be paid pursuant to this Lease and within the provisions times and in the manner set out in this Lease including any cure periods;
(ii) has duly and regularly observed and performed each and every one of Section 5 of this Schedule “A”the terms, provided covenants and conditions contained in the Lease on its part to be observed and performed and within the times and manner set out in the Lease including any cure periods; and
(iii) either personally or through its affiliated companies is in full force possession of and effect, and further provided conducting its business in the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned whole of the Lease or Leased Premises in accordance with the subleased the Premises, or a portion thereof, and is not then in default terms of executing its obligations under the Lease; it, the Tenant Tenant, shall have five three (53 ) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) each for the Premises and the Expansion Premises (if any), for further periods a term of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each being hereinafter called a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on ) upon the same terms and conditions as are contained herein more particularly set forth save for Minimum Rent and save for further renewals (subject to those specified herein) provided the Tenant notifies the Landlord in writing at least six (6) months prior to the expiration of the Term of its wish to exercise such option.
(b) With respect to Minimum Rent during any Renewal Term more particularly referred to in the Lease existing on immediate preceding paragraph such rent shall be mutually agreed upon by the date immediately preceding parties hereto, or failing agreement, shall be fixed by binding arbitration as hereinafter provided, always subject to the commencement date same covenants, provisos, and conditions as herein contained. If such Minimum Rent is to be settled by arbitration, such rent shall be governed by current market rent for similar premises in the area in effect as of the first day of the Renewal Term in question, save question and except thathaving regard to the following:
a(i) If the parties hereto are unable to agree upon annual Minimum Rent with respect to any Renewal Term pursuant to the provisions of the immediately preceding paragraph by the first day of the third month immediately preceding the commencement of any Renewal Term, since time is recognized to be of the essence hereof, it is agreed that either party may at any time thereafter give notice to the other party of its desire to submit the matter regarding annual Minimum Rent with respect to the Renewal Term to arbitration. Such notice shall give the name of the arbitrator who is the nominee of the party giving such notice. Within ten (10) business days after the receipt of such notice, the party receiving it shall give notice to the other party of its nominee as arbitrator, and the two (2) arbitrators so named shall within ten (10) days of the appointment of the second of them agree upon the third arbitrator who shall be chairperson of the panel. If the party receiving the said notice shall not give notice to the other party of its nominee as arbitrator within the said ten (10) business days, then the nominee of the party who shall have given the said notice shall proceed as the sole member of the board of arbitration and his/her decision shall be final and binding upon the parties hereto. If the two (2) arbitrators first named are unable to agree upon the choice of the third arbitrator either party may apply to a judge of the Superior Court of Ontario who is hereby authorized and empowered to appoint the third arbitrator. The decision of the sole arbitrator or of any two (2) of the three (3) arbitrators (as the case may be) shall be deemed to be the decision of the entire panel, and shall be final and binding on all parties in interest and shall not be subject to appeal in any jurisdiction. The panel of arbitrators shall have full power and authority to hear evidence under oath or otherwise as it may decide to be proper, and to assess the costs of the arbitration against either or both of the parties hereto.
(ii) If the annual Minimum Rent payable during the Renewal Term in question is finally determined, whether by mutual agreement or by arbitration, after the expiration of the immediately preceding Term or Renewal Term (as the case may be), all necessary adjustments in respect of any overpayment or underpayment by the Tenant shall accept the Premises be made within thirty (30) days following such determination.
(iii) It is understood and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date agreed that pending finalization of annual Minimum Rent for the Renewal Term in question, the Tenant hereby renouncing shall continue to all legal warranties related thereto; the Landlord having no work pay annual Minimum Rent as referred to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current immediately preceding Term increased, on a cumulative basis, on each anniversary date of or Renewal Term (as the commencement date of the case may be) until such time as determination has been made with respect to annual Minimum Rent applicable to such Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.
Appears in 2 contracts
Samples: Combination Agreement (Fenix Parts, Inc.), Combination Agreement (Fenix Parts, Inc.)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided Provided that (i) the Lease is in full force and effect, and further provided the (ii) Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned been in Default beyond any applicable cure periods more than two times in the last year of the initial term of the Lease (iii) the creditworthiness of Tenant, as revealed by its most current financial statements, is materially the same as or better than on the subleased the Premises, or a portion thereof, and is not then in default date of executing its obligations under the Lease, (iv) Tenant originally named herein or a Permitted Transferee remains in possession of and has been continuously operating in substantially the entire Leased Premises throughout the Lease Term, and (v) the current use of the Leased Premises is consistent with the Permitted Use or other use approved by Landlord (together, items (i) through (v) shall be referred to as the “Conditions”), Tenant shall have five (5) options the option to renew extend the Lease Term for three (collectively, the “Options to Renew”, and each, an “Option to Renew”3) for the Premises and the Expansion Premises (if any), for further successive periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a an “Renewal Extension Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Extension Term shall be on upon the same terms and conditions as are contained in the Lease existing on except the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Minimum Annual Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Extension Term shall be adjusted as set forth in subparagraph (B) below (“Rent Adjustment”). Tenant shall exercise such option by delivering to Landlord, no later than three hundred sixty (360) days prior to the Base Rent payable during the last year expiration of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal existing Lease Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of Tenant’s desire to extend the Lease Term (“Tenant’s Notice”). Notwithstanding the foregoing, in the event Tenant does not exercise any of its exercise thereof extension options in the time period or in the manner provided in this Section 1(A), each such option shall nevertheless continue in full force and effect and shall not lapse until fifteen (the “Notice of Renewal”15) days after Landlord has notified Tenant in writing that Tenant’s option is to be received by the expire. Landlord no earlier than twelve (12) months prior to the expiry date shall notify Tenant of the then amount of the Rent Adjustment within thirty (30) days after the delivery of Tenant’s Notice. Tenant shall have twenty (20) days following its receipt of Landlord’s notice to notify Landlord in writing that Tenant either (a) requests the broker arbitration set forth hereinbelow, (b) revokes its election to extend the term of this Lease, or (c) accepts the Rent Adjustment. If Tenant elects to revoke its extension notice, this Lease shall continue until the expiration of the then-current Termterm as if Tenant had never delivered to Landlord such extension notice. If Tenant fails to validly exercise an Option to Renewgive such notice within said 20-day period, the then Tenant shall be deemed, for all legal purposes, deemed to have renounced requested broker arbitration. If broker arbitration is initiated as described above, then Landlord and Tenant shall each, within ten (10) days after Landlord’s receipt of Tenant’s written request or the expiration of the aforesaid 20-day period, as applicable, select a licensed real estate broker (the “Brokers”) with a minimum of ten (10) years of leasing experience regarding office/warehouse space in Dallas, Texas (the “Marketplace”) to exercise all Options determine the Rent Adjustment. If the Brokers are unable to Renew which have not yet been exercisedagree as to the Rent Adjustment within thirty (30) days after the date of the appointment of the last of such Brokers, and these Options then the Brokers shall, within five (5) days after the end of the thirty-day period, mutually select a third licensed real estate broker (the “Arbitrator”) who has at least the same minimum qualifications as the Brokers, as described above. Each Broker shall submit to Renew together with the provisions Arbitrator his or her written determination of this Section shall ipso facto become null and void and of no further effectthe Rent Adjustment, including reasonable documentation supporting such determination, and the Lease Arbitrator shall, within thirty (30) days of his or her appointment, decide which Broker has most accurately determined the Rent Adjustment, which decision shall terminate at be final and binding on both Landlord and Tenant. Landlord and Tenant shall each pay their own Broker’s fees and costs, and shall equally share the expiry entire cost of the Arbitrator’s fees and costs. In the event that the Rent Adjustment for the applicable 5-year extension term has not been determined for any reason by the commencement date of such extension term, Tenant shall continue to pay on an interim basis to Landlord the then then-current Term, without any rights or recourses whatsoever Monthly Rental Installment as previously determined under this Lease until the written determination of the Rent Adjustment is made, at which time Tenant against shall tender to Landlord within thirty (30) days of Landlord’s presentation of an invoice, the Landlord related theretodifferential, if any, between the newly determined Rent Adjustment and the Monthly Rental Installment paid by Tenant on an interim basis.
Appears in 2 contracts
Samples: Lease Agreement (Container Store Group, Inc.), Lease Agreement (Container Store Group, Inc.)
OPTION TO RENEW. Subject to the provisions condition that Tenant shall not, at the time Landlord s2 receives an Option Notice hereunder or at the time of Section 5 commencement of this Schedule “A”any Renewal Term s3 hereunder, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then be in default of executing its obligations under any of the Leaseterms of this Lease beyond applicable notice and cure periods S4 {if any), Tenant is hereby granted the Tenant shall have five (5) options option to renew the Lease Term for two (2) periods, the first of which shall be one hundred twenty (120) months and the second of which shall be sixty {60) months (singularly, a “Renewal Term” and collectively, the “Options to RenewRenewal Terms”). The first Renewal Term will commence on the day following the expiration of the Initial Term of this Lease and the remaining Renewal Term will commence on the day following the expiration of the immediately preceding Renewal Term. Tenant must exercise this option, and eachIf at all, an by delivering irrevocable written notioe of such election (the “Option to RenewNotice”) to Landlord at least one year, but no sooner than eighteen (18) months, prior to expiration of the lnlllal Term or the immediately preceding Renewal Term, as applicable. If Tenant does not validly deliver an Option Notice to renew the Lease Term for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “or more Renewal Term”Term(s), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section Paragraph 25.1 shall ipso facto become be null and void and of no further force or effect. Any such renewal of this Lease shall be upon the same terms and conditions as this Lease except that Base Rent during each Renewal Term shall be determined as provided in Paragraph 25,2 and Landlord shall have no obligation to perform any tenant Improvements or other work in connection with any such renewal of this Lease. Except to the extent specifically provided in this Paragraph 25.1, and Tenant has no rights to renew the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.
Appears in 2 contracts
Samples: Lease Agreement (Evotec SE), Lease Agreement (Evotec AG)
OPTION TO RENEW. Subject Tenant is hereby granted an option to renew the Lease pursuant to the provisions following terms and conditions:
(a) Provided that at the time such option is exercised and at the expiration of Section 5 of this Schedule “A”the Term, provided the Lease is in full force and effect, and further provided the (i) Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, (ii) Tenant has not assigned this Lease or sublet the Premises, other than to permitted subleases or assignees as permitted in the Lease, (iii) Tenant shall have five continues to occupy the Premises, (5iv) options Tenant’s use is consistent with the general quality of the tenants and uses in the Project, and (v) Tenant remains creditworthy. Tenant is granted one (I) option to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five three (53) years minus one years.
(1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term option period shall be the of (i) ninety (90%) of market rate, with market rate incorporating an increase in Base Rent payable during the last for each year of the then current Term increased, on a cumulative basis, on each anniversary date of option period or (b) the commencement date of Periodic Rent for the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than last twelve (12) months of the Extension Term with three (3%) percent increases each year of the option period, Market rate shall be based upon comparable rates for similar space in the surrounding area.
(c) Tenant shall exercise its option by providing written notice (“Option Notice”) of its intent to exercise an option at least one hundred twenty (120) days prior to the expiry then applicable expiration period. Failure to provide timely notice shall render the pending option and further option null and void.
(d) Landlord shall have the right but not the obligation to withdraw and void the option if Tenant is in breach (after applicable notice and opportunity to cure) of this Lease at the time of (i) the Option Notice or (ii) at any between the Option Notice and the date the option period is to commence. Landlord shall provide the notice of its withdrawal of option within ten (10) days after the cure period has expired.
(e) Each party shall provide the other with its opinion of market rate at least ninety (90) days prior to the then applicable expiration period. In the event the parties cannot agree as to market rate, the same shall be determined by binding arbitration with American Arbitration Association, with each party picking an arbitrator and the two (2) chosen arbitrators jointly picking a third arbitrator. Until arbitration is concluded, Base Rent for the time in dispute shall be paid as if Base Rent increased four (4%) percent (“Interim Payments”). Upon final determination of appropriate market rate, the parties shall adjust the Interim Payments accordingly. Additional Rent — Passthrough Expenses shall be paid pursuant to the terms of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoLease.
Appears in 2 contracts
Samples: Assignment of Lease (First Foods Group, Inc.), Assignment of Lease (First Foods Group, Inc.)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, 52.1 The tenant has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options an option to renew the Lease (collectivelylease for the additional period stipulated in the Schedule at open market rentals. For the purposes of this clause the open market rental is the base rental which a willing tenant will pay and a willing landlord will accept on the open market for a lease of the leased premises for the period and upon the terms set out in this agreement.
52.2 The option to renew must be exercised by the tenant by delivering a written notice to that effect to the landlord at the landlord's address by not later than one hundred and twenty days before the commencement of the renewal period, failing which the option shall lapse.
52.3 The landlord shall inform the tenant in writing, at least ninety days before the commencement of the renewal period of the amount which he proposes the open market rental for each term of the renewal period should be. Unless the tenant, by notice in writing to the landlord, delivered not later than sixty days before the commencement of the renewal period, rejects the landlord's proposal, the “Options open market rental shall be as proposed by the landlord.
52.4 In the event of the tenant rejecting the landlord's proposal, the two parties shall use their best endeavours to Renew”reach agreement on the open market rental by not later than thirty days before the commencement of the renewal period. Should they not be able to agree, then the open market rental shall be determined by an expert as set out in 53.5, and each, an “Option to Renew”) such determination shall be final and binding on both parties.
52.5 The expert shall be nominated by the President for the Premises time being of the South African Property Owners' Association at the request of the landlord; shall act as an expert, and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option not as an arbitrator; shall give both parties an opportunity to Renew make submissions to him before making a determination; shall determine which party shall be responsible for a period his fees and disbursements however if he makes no such determinations, his fees and disbursements shall be paid by both parties in equal shares.
52.6 In the event of five (5) years minus one (1) day (each a “Renewal Term”), commencing the parties not having reached agreement on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate open market rental at the expiry date of this lease and if the tenant is still in occupation of the leased premises then current Termthe tenant, without any rights or recourses whatsoever pending resolution of the Tenant against the Landlord related thereto.such rental in terms of
Appears in 2 contracts
Samples: Lease Agreement, Lease Agreement
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the (a) Tenant shall have five the option (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to RenewRenewal Option”) for to extend the Premises and the Expansion Premises (if any)term of this Lease, for further periods of five one (51) years each, except for the fifth (5th) and final Option to Renew which shall be for a additional period of five (5) years minus one (1) day (each being referred to herein as a “Renewal Term”)) upon the terms and conditions contained in this Section if each of the following conditions shall be fully satisfied: (i) At the time of the exercise of the Renewal Option and at the commencement of the Renewal Term, commencing this Lease shall be in full force and effect, (ii) the Tenant named in this Lease shall have continuously occupied the Premises, without interruption, sublease or assignment since the original Commencement Date through the date of the commencement of the Renewal Term, (iii) no event of default shall exist at the time of the exercise of the Renewal Option or at the commencement of the Renewal Term, (iv) no facts or circumstances shall exist at the time of the exercise of the Renewal Option or at the commencement of the Renewal Term which, with notice and/or lapse of time, could constitute an event of default, (v) Tenant shall have provided written notice to Landlord in accordance with the terms of this Lease of Tenant’s exercise of the Renewal Option (a “Renewal Notice”) and such Renewal Notice shall actually be received by Landlord no later than nine (9) months prior to the commencement of the Renewal Term, and (vi) prior to the commencement of the Renewal Term, Tenant shall have executed and delivered to Landlord such documents as may reasonably be requested by Landlord to evidence the extension of the expiration date of the Lease in accordance with this Section 1.3. The Renewal Notice shall be irrevocable once given by Tenant to Landlord. In the event the Tenant fails to deliver to Landlord the Renewal Notice as required above, or if the other terms and conditions for the exercise of the Renewal Option have not been satisfied, then the Renewal Option shall be null and void and this Lease shall expire or terminate as otherwise provided in the Lease, without regard to any extension contemplated by this Section 1.3.
(b) In the event Tenant qualifies for and duly exercises the Renewal Option, (i) the five (5) year Renewal Term shall commence on the day immediately following the expiry date original Expiration Date of this Lease and the Expiration Date of the then current Lease shall thereafter be five (5) years after the commencement of the Renewal Term. Each , and (ii) all terms and conditions of the Lease shall continue to be applicable to the Renewal Term except as follows: (A) Base Rent for the Renewal Term shall be on as provided in subsection (c) below, (B) Landlord shall have no obligation to perform any work, pay any amounts (through the same terms reimbursement of costs incurred by Tenant or otherwise), or incur any liability in connection with the build-out, improvement, refurbishment, or modification of the Premises, and conditions as are contained in (C) the Lease existing on Tenant shall have no further right to extend or renew this Lease.
(c) The Base Rent during the date immediately preceding the commencement date first year of the Renewal Term shall be at ninety-five (95%) percent of the “fair market value”, but in questionno event shall the Base Rent be less than the proceeding Lease Year. Upon Tenant notifying Landlord that it has exercised its Renewal Option in accordance with this Section 1.3, save Landlord shall notify Tenant of its determination of the then “fair market value” for the Premises. If Tenant disagrees with Landlord’s determination of the fair market value, it shall notify Landlord within ten (10) business days thereafter, and except that:both Landlord and Tenant shall engage the services of an independent third party broker to determine the fair market value. If the fair market value of both brokers are within ten (10%) percent of each other (utilizing the highest of the two rental rates for determination of the ten (10%) percent determination), then the average of the two brokers will be binding fair market value. If the fair market value submitted by the two brokers are not within ten (10%) percent of each other, then the two brokers shall collectively select a third broker to determine the fair market value, and the third broker’s determination, which must be equal to either of the two fair market values submitted by the other two brokers, or in between the two, shall be the binding fair market value. All such brokers shall be licensed in the state of Florida and knowledgeable of the rental rates in the Western Broward market and the costs, if any, associated with the third broker’s determination shall be shared equally between Landlord and Tenant. The Base Rent during each year of the Renewal Term (excluding the first year thereof) shall increase by three (3%) percent over the previous year’s Base Rent.
a(d) Notwithstanding anything to the contrary provided in the Lease, Tenant shall accept the Premises and the Expansion Premises (if any) in its then “as is”, in their state and AS IS” condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.
Appears in 2 contracts
Samples: Lease Agreement (Protective Products of America, Inc.), Lease Agreement (Protective Products of America, Inc.)
OPTION TO RENEW. Subject (a) Provided the Tenant:
(i) has duly and regularly made all Minimum Rent, additional rent and other sums required to be paid pursuant to this Lease and within the provisions times and in the manner set out in this Lease, including any cure periods;
(ii) has duly and regularly observed and performed each and every one of Section 5 of this Schedule “A”the terms, provided covenants and conditions contained in the Lease is on its part to be observed and performed and within the times and manner set out in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, including any cure periods; and
(iii) either personally or through its affiliated companies is in possession of and conducting its business in the Tenant whole of the Leased Premises in accordance with the terms of the Lease; it, the Tenant, shall have five three (53) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) each for the Premises and the Expansion Premises (if any), for further periods a term of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each being hereinafter called a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on ) upon the same terms and conditions as are contained herein more particularly set forth save for Minimum Rent and save for further renewals (subject to those specified herein) provided the Tenant notifies the Landlord in writing at least six (6) months prior to the expiration of the Term of its wish to exercise such option.
(b) With respect to Minimum Rent during any Renewal Term more particularly referred to in the Lease existing on immediate preceding paragraph such rent shall be mutually agreed upon by the date immediately preceding parties hereto, or failing agreement, shall be fixed by binding arbitration as hereinafter provided, always subject to the commencement date same covenants, provisos, and conditions as herein contained. If such Minimum Rent is to be settled by arbitration, such rent shall be governed by current market rent for similar premises in the area in effect as of the first day of the Renewal Term in question, save question and except thathaving regard to the following:
a(i) If the parties hereto are unable to agree upon annual Minimum Rent with respect to any Renewal Term pursuant to the provisions of the immediately preceding paragraph by the first day of the third month immediately preceding the commencement of any Renewal Term, since time is recognized to be of the essence hereof, it is agreed that either party may at any time thereafter give notice to the other party of its desire to submit the matter regarding annual Minimum Rent with respect to the Renewal Term to arbitration. Such notice shall give the name of the arbitrator who is the nominee of the party giving such notice. Within ten (10) business days after the receipt of such notice, the party receiving it shall give notice to the other party of its nominee as arbitrator, and the two (2) arbitrators so named shall within ten (10) days of the appointment of the second of them agree upon the third arbitrator who shall be chairperson of the panel. If the party receiving the said notice shall not give notice to the other party of its nominee as arbitrator within the said ten (10) business days, then the nominee of the party who shall have given the said notice shall proceed as the sole member of the board of arbitration and his/her decision shall be final and binding upon the parties hereto. If the two (2) arbitrators first named are unable to agree upon the choice of the third arbitrator either party may apply to a judge of the Superior Court of Ontario who is hereby authorized and empowered to appoint the third arbitrator. The decision of the sole arbitrator or of any two (2) of the three (3) arbitrators (as the case may be) shall be deemed to be the decision of the entire panel, and shall be final and binding on all parties in interest and shall not be subject to appeal in any jurisdiction. The panel of arbitrators shall have full power and authority to hear evidence under oath or otherwise as it may decide to be proper, and to assess the costs of the arbitration against either or both of the parties hereto.
(ii) If the annual Minimum Rent payable during the Renewal Term in question is finally determined, whether by mutual agreement or by arbitration, after the expiration of the immediately preceding Term or Renewal Term (as the case may be), all necessary adjustments in respect of any overpayment or underpayment by the Tenant shall accept the Premises be made within thirty (30) days following such determination.
(iii) It is understood and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date agreed that pending finalization of annual Minimum Rent for the Renewal Term in question, the Tenant hereby renouncing shall continue to all legal warranties related thereto; the Landlord having no work pay annual Minimum Rent as referred to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current immediately preceding Term increased, on a cumulative basis, on each anniversary date of or Renewal Term (as the commencement date of the case may be) until such time as determination has been made with respect to annual Minimum Rent applicable to such Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.
Appears in 2 contracts
Samples: Combination Agreement (Fenix Parts, Inc.), Combination Agreement (Fenix Parts, Inc.)
OPTION TO RENEW. Subject Tenant is hereby granted the option to extend the provisions of Section 5 term of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have for two (2) five (5) options year periods, hereinafter referred to renew a the Lease "First Extended Term" and the "Second Extended Term", respectively, by giving notice of exercise of the option (collectively"Option Notice") to Landlord at least six (6) months, but not more than one (1) year, before the expiration of the Basic Term or the First Extended Term, as the case may be; provided, however, that if Tenant is in default on the date of giving any such Option Notice, or if any event has occurred that but for the passage of time or the giving of notice, or both, would constitute a material default, the “Options to Renew”Option Notice shall be totally ineffective, and eachprovided further, that if Tenant is in default or if any event has occurred that but for the passage of time or the giving of notice, or both, would constitute a default, on the date that the First Extended Term or the Second Extended Term (collectively the "Extended Terms") would otherwise commence, at Landlord's option, such Extended Term shall not commence and this Lease shall expire at the end of the Basic Term, or at the end of the First Extended Term, as the case may be. In the event Tenant gives notice of exercise of option, which notice is ineffective for any reason stated herein, Landlord shall provide Tenant with prompt written notice of rejection of such notice of exercise of option. Tenant shall have no other right to extend the term beyond the Second Extended Term described herein. During the Extended Terms all of the terms and provisions contained herein shall apply except that commencing at the beginning of each Extended Term, the Annual Basic Rent shall be increased to an “Option amount equal to Renew”ninety-five percent (95%) of the fair market Rental ("FMR") for the Premises unless Tenant elects to arbitrate the fair market rental, as set forth herein. Landlord shall notify Tenant of the FMR within sixty (60) days after receipt of Tenant's Option Notice. Tenant shall then have sixty (60) days following Tenant's receipt of Landlord's determination of the FMR within which to confirm or to revoke its election to renew the Lease. If Tenant fails to revoke its election, Tenant's consent to FMR shall be deemed given and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which Lease shall be for a period deemed extended. If Tenant elects arbitrate the issue of five (5) years minus one (1) day (each a “Renewal Term”)FMR, commencing on such dispute shall be resolved by means of banding arbitration in accordance with the day immediately following the expiry date commercial arbitration rules of the then current TermAmerican Arbitration Association. Each Renewal Term Arbitration shall be on conducted by a sole M.A.I. appraiser appointed by the same terms American Arbitration Association. Landlord and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept split the Premises and cost of arbitration. Thereafter, Rental shall be increased annually (the Expansion Premises "Extended Term Adjustment Date") based upon increases (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the PremisesIndex, and all improvements, additions or modifications to but in no event shall the Premises that may increase be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by less than two percent (2%) or greater than six percent (6%). In order The most recent Index in publication prior to validly exercise its Option to Renewthe Extended Term, shall be the Base Index. On each Extended Term Adjustment Date, the Tenant Annual Rental shall provide be increased by a percentage equal to the percentage increase, if any, in the most recent Index in publication prior to the Extended Term Adjustment Date (the "Comparison Index") over the Base Index ("Adjusted Annual Rental"). When the Adjusted Annual Rental payable as of each Extended Term Adjustment Date is determined, Landlord a prior shall give Tenant written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, such Adjusted Annual Rental and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretomanner in which it was computed.
Appears in 2 contracts
Samples: Industrial Space Lease (Alpha Technologies Group Inc), Industrial Space Lease (Alpha Technologies Group Inc)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Provided that Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then been in default of executing its obligations under any of the Leaseterms, conditions or provisions of this lease at any time during the term thereof, then the Tenant shall have five the option, but only if exercised in writing at least six (56) options months prior to the expiration of the original term of this lease to renew the Lease (collectively, the “Options to Renew”, and each, for an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of additional five (5) years eachupon all of the terms, except for conditions, provisions and covenants set forth in this Lease. In addition to any "Adjustment Months" set forth in this Lease, the fifth (5th) and final Option to Renew which Monthly Base Rent shall also be adjusted in the month of JANUARY in each of the following years: 2015, 2016, 2017, 2018 AND 2019. The foregoing shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”)considered as Adjustment Months as that term is used in this Lease. Except as set forth herein to the contrary, commencing on the day immediately following the expiry date all of the then current Term. Each Renewal Term terms and provisions of this Lease shall be on the same remain in full force and effect according to their terms, which terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there incorporated herein. There shall be no further extension right of the Term or renewal of the Lease beyond the fifth (5th) Renewal Termrenewal. LANDLORD: TENANT: ROWLAND SCHAEFER & CLAIRE'S STORES, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion PremisesINC., if anyA XXXXXXX XXXXXXXTES, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.A FLORIDA GENERAL CORPORATION PARTNERSHIP By: /s/ E. BONNIE SCHAEFER By: /s/ IRA D. KAPLAN ---------------------------- --------------------------------- Name: E. BONNIE SCHAEFER Name: IRA D. KAPLAN -------------------------- ------------------------------- Its: PARTNER Its: CHIEF FINANCIAL OFFICER --------------------------- -------------------------------- WITNESSES: WITNESSES: /s/ DIANE CORR /s/ CARLA NIERENBURG ------------------------------- ------------------------------------ [ILLEGIBLE] [ILLEGIBLE] ------------------------------- ------------------------------------ RULES AND REGULATIONS
Appears in 2 contracts
Samples: Office Lease Agreement (Claires Stores Inc), Office Lease Agreement (BMS Distributing Corp.)
OPTION TO RENEW. Subject (a) Landlord hereby grants to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day option (each a the “Renewal Option”) to extend the Term of this Lease for an additional period of seven (7) years (the “Option Term”), commencing all on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except thatconditions:
a(1) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may The Option must be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premisesexercised, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement dateat all, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof irrevocably exercising the Option (the “Notice of RenewalOption Notice”) delivered by Xxxxxx, to be received by the Landlord no not later than nine (9) months and not earlier than twelve (12) months prior to the expiry Term Expiration Date. Further, at Landlord’s option, the Option shall not be deemed to be properly exercised if, as of the date of the then current Option Notice or at the Term Expiration Date, (i) Tenant is in default under this Lease beyond all applicable notice and cure periods, (ii) Tenant has assigned this Lease or sublet more than forty percent (40%) of the Leased Premises (other than to an affiliate or subsidiary of Tenant), (iii) Tenant, or Tenant’s affiliate or subsidiary, is in possession of less than sixty percent (60%) of the square footage of the Leased Premises, or (iv) Tenant has been in default beyond all applicable notice and cure periods at any time during the Term. If Provided Tenant fails to validly exercise an Option to Renewhas properly and timely exercised the Option, the Term of this Lease shall be extended for the period of the Option Term (and the Option Term shall be part of the “Term”), and all terms, covenants and conditions of this Lease shall remain unmodified and in full force and effect, except that (i) the Tenant Improvements, if any, set forth in Exhibit B shall not apply to the Option Term (Tenant shall accept the Leased Premises in its AS IS condition existing prior to Option Term), (ii) the Base Rent shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercisedmodified as set forth in subsection 8.1(a)(2) below, and these Options to Renew together with the provisions of this Section (iii) Tenant shall ipso facto become null and void and of have no further effectright to extend the Term.
(2) The Base Rent payable for the initial year of the Option Term shall be the greater of (i) the Base Rent payable on the Term Expiration Date, or (ii) the then-current rental rate per rentable square foot (as further defined below, “FMRR”) being agreed to (with annual market increases) in new and renewal leases by Landlord and other landlords of Class A office buildings in the downtown Oakland submarket of Oakland, California which are comparable in quality, location and prestige to the Building (“Comparable Buildings”) and tenants leasing space in the Building or Comparable Buildings. As used herein, “FMRR” shall mean the rental rate per rentable square foot for which Landlord and/or other landlords are entering into new and renewal leases for office space in the Building and/or Comparable Buildings (“Comparative Transactions”), taking into consideration fair market annual increases and the Lease shall terminate value of existing tenant improvements in the Leased Premises. To the extent such other Comparable Buildings have historically received lower or higher rents than the rents in the Building, then for the purpose of arriving at the expiry date FMRR, such rates when used to establish the FMRR in the Building shall be increased or decreased as appropriate to reflect such historical differences. Landlord shall provide its determination of the then current Term, without any rights or recourses whatsoever FMRR to Tenant within twenty (20) days after Landlord receives the Option Notice. Tenant shall have ten (10) days (“Tenant’s Review Period”) after receipt of Landlord’s notice of the FMRR within which to accept such FMRR or to reasonably object thereto in writing. In the event Tenant against objects to the FMRR submitted by Landlord, Landlord related theretoand Xxxxxx shall attempt to agree upon such FMRR. If Landlord and Tenant fail to reach agreement on such FMRR within ten (10) days following Tenant’s Review Period (the “Outside Agreement Date”), then each party shall place in a separate sealed envelope its final proposal as to FMRR and such determination shall be submitted to arbitration in accordance with subparagraph 8.1(b) below.
Appears in 2 contracts
Samples: Office Building Lease (Marqeta, Inc.), Office Building Lease (Marqeta, Inc.)
OPTION TO RENEW. Subject to (a) If the provisions of Section 5 term of this Schedule “A”, provided the Lease is lease shall then be in full force and effect, effect and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing complied fully with its obligations under the Leasehereunder, the Tenant shall have five the option to extend the term of this lease for a period of either (5i) options to renew the Lease three (collectively, the “Options to Renew”, and each, an “Option to Renew”3) for the Premises and the Expansion Premises years or (if any), for further periods of ii) five (5) years each, except for (the fifth (5th"Extension Term") and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in questionExpiration Date, save and except that:
a) the provided however that Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the give Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (election to extend the “Notice of Renewal”) term, which notice shall state whether Tenant has elected to extend the term for 3 years or 5 years, and which notice shall be received by the Landlord given no earlier than fifteen (15) months prior to the Expiration Date nor later than twelve (12) months prior to the expiry date Expiration Date of the then current term. Time shall be of the essence in connection with the exercise of Tenant's option pursuant to this Article.
(b) Such extension of the term of this lease shall be upon the same covenants and conditions, as herein set forth except for the fixed rent (which shall be determined in the manner set forth below), and except that Tenant shall have no further right to extend the term of this lease after the exercise of the single option described in paragraph (a) of this Section. If Tenant shall duly give notice of its election to extend the term of this lease, the Extension Term shall be added to and become a part of the term of this lease (but shall not be considered a part of the initial term), and any reference in this lease to the "term of this lease", the "term hereof", or any similar expression shall be deemed to include such Extension Term, and, in addition, the term "Expiration Date" shall thereafter mean the last day of such Extension Term. Landlord shall have no obligation to perform any alteration or preparatory or other work in and to the Demised Premises or to make any contribution toward the cost thereof and Tenant shall continue possession thereof in its "as is" condition.
(c) If Tenant exercises its option for the Extension Term, the fixed rent during the Extension Term shall be the fair market rent for the Demised Premises, as hereinafter defined.
(d) Landlord and Tenant shall use their best efforts, within 30 days after Landlord receives Tenant's notice of its election to extend the term of this lease for the Extension Term ("Negotiation Period"), to agree upon the fixed rent to be paid by Tenant during the Extension Term. If Landlord and Tenant fails to validly exercise an Option to Renewshall agree upon the fixed rent for the Extension Term, the Tenant parties shall promptly execute an amendment to this lease stating the fixed rent for the Extension Term.
(e) If the parties are unable to agree on the fixed rent for the Extension Term during the Negotiation Period, then within 15 days after notice from the other party, given after expiration of the Negotiation Period, each party, at its cost and upon notice to the other party, shall appoint a person to act as an appraiser hereunder, to determine the fair market rent for the Demised Premises for the Extension Term. Each such person shall be deemeda real estate broker or appraiser with at least ten years' active commercial real estate appraisal or brokerage experience (involving the leasing of office space as agent for both landlords and tenants) in Rockland County. If a party does not appoint a person to act as an appraiser within said 15 day period, the person appointed by the other party shall be the sole appraiser and shall determine the aforesaid fair market rent. Each notice containing the name of a person to act as appraiser shall contain also the person's address. Before proceeding to establish the fair market rent, the appraisers shall subscribe and swear to an oath fairly and impartially to determine such rent. If the two appraisers are appointed by the parties as stated in the immediately preceding paragraph, they shall meet promptly and attempt to determine the fair market rent. If they are unable to agree within 45 days after the appointment of the second appraiser, they shall attempt to select a third person meeting the qualifications stated in the immediately preceding paragraph within 15 days after the last day the two appraisers are given to determine the fair market rent. If they are unable to agree on the third person to act as appraiser within said 15 day period, the third person shall be appointed by the American Arbitration Association, upon the application of Landlord or Tenant to the office of the Association nearest the Building. The person appointed to act as appraiser by the Association shall be required to meet the qualifications stated in the immediately preceding paragraph. Each of the parties shall bear 50% of the cost of appointing the third person and of paying the third person's fees. The third person, however selected, shall be required to take an oath similar to that described above. The three appraisers shall meet and determine the fair market rent. A decision in which two of the three appraisers concur shall be binding and conclusive upon the parties. In deciding the dispute, the appraisers shall act in accordance with the American Arbitration Rules for all legal purposesthe Real Estate Industry then in force of the American Arbitration Association, subject however, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with such limitations as may be placed on them by the provisions of this Section lease. Notwithstanding the foregoing, in no event shall ipso facto become null the fixed rent during the Extension Term be less than the fixed rent during the last year of the term of this lease immediately prior to the Extension Term.
(f) After the fair market rent for the Extension Term has been determined by the appraiser or appraisers and void the appraiser or appraisers shall have notified the parties, at the request of either party, both parties shall execute and deliver to each other an amendment of no this lease stating the fixed rent for the Extension Term.
(g) If the fixed rent for the Extension Term has not been agreed to or established prior to the commencement of the Extension Term, then Tenant shall pay to Landlord an annual rent ("Temporary Rent") which Temporary Rent shall be equal to 150% of the fixed rent payable by Tenant for the last year of the term immediately preceding the Extension Term. Thereafter, if the parties shall agree upon a fixed rent, or the fixed rent shall be established upon the determination of the fair market rent by the appraiser or appraisers, at a rate at variance with the Temporary Rent (i) if such fixed rent is greater than the Temporary Rent, Tenant shall promptly pay to Landlord the difference between the fixed rent determined by agreement or the appraisal process and the Temporary Rent, or (ii) if such fixed rent is less than the Temporary Rent, Landlord shall credit to Tenant's subsequent monthly installments of fixed rent the difference between the Temporary Rent and the fixed rent determined by agreement or the appraisal process.
(h) In describing the fair market rent during the Extension Term, the appraiser or appraisers shall be required to take into account that the Demised Premises are being leased in its then as-is condition without any further effectimprovements and taking into consideration the rentals at which leases are then being concluded (as of the last day of the term) (for 3 or 5 year leases, as the case may be, without renewal options with the lessor and lessee each acting prudently, with knowledge and for self-interest, and assuming that neither is under undue duress) for comparable space in the Lease Building and in comparable office buildings in the Town of Orangetown.
(i) The option granted to Tenant under this Article 48 may be exercised only by Tenant, its affiliates, permitted successors and assigns, and not by any subtenant or any successor to the interest of Tenant by reason of any action under the Bankruptcy Code, or by any public officer, custodian, receiver, United States Trustee, trustee or liquidator of Tenant or substantially all of Tenant's property. Tenant shall terminate have no right to exercise this option subsequent to the date Landlord shall have the right to give the notice of termination referred to in Article 32 unless Tenant cures the default within the applicable grace period. Notwithstanding the foregoing, Tenant shall have no right to extend the term if, at the expiry date time it gives notice of its election (i) Tenant shall not be in occupancy of substantially all of the then current Demised Premises or (ii) the Demised Premises or any part thereof shall be the subject of a sublease. If Tenant shall have elected to extend the term, such election shall be deemed withdrawn if, at any time after the giving of notice of such election and prior to the commencement of the Extension Term, without Tenant shall sublease all or any rights or recourses whatsoever portion of the Tenant against the Landlord related theretoDemised Premises.”
Appears in 2 contracts
Samples: Lease Agreement (Traffix Inc), Lease Agreement (Traffix Inc)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”)The City shall have the option to renew this Agreement for the May 2021 long weekend by no later than January 1, commencing on 2021 upon written notice to the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on Licensee, upon the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in questionherein contained, save and except that:
(a) the Tenant Event shall accept be held on Sunday, May 23, 2021, and if inclement weather prohibits the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing Event from taking place on the commencement date of the Renewal Term in questionsaid date, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required Event shall be performed by the Tenantheld on Monday, at its costMay 24, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term2021, and the Options dates in the Agreement shall be adjusted accordingly.
(2) Whether or not the City has exercised its option to Renew renew in subsection 20(1), the City shall not apply anew; andhave the option to renew this Agreement for the May 2022 long weekend by no later than January 1, 2022 upon written notice to the Licensee, upon the same terms and conditions as are herein contained, save and except that:
d(a) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term Event shall be held on Sunday, May 22, 2022, and if inclement weather prohibits the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing Event from taking place on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant Event shall be deemedheld on Monday, for all legal purposesMay 23, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect2022, and the Lease dates in the Agreement shall terminate at be adjusted accordingly.
(3) Whether or not the expiry date of City has exercised its option to renew in subsection 20(1) or 20(2), the then current TermCity shall have the option to renew this Agreement for the May 2023 long weekend by no later than January 1, without any rights 2023 upon written notice to the Licensee, upon the same terms and conditions as are herein contained, save and except that:
(a) the Event shall be held on Sunday, May 21, 2023, and if inclement weather prohibits the Event from taking place on said date, the Event shall be held on Monday, May 22, 2023, and the dates in the Agreement shall be adjusted accordingly.
(4) Whether or recourses whatsoever of not the Tenant against City has exercised its option to renew in subsection 20(1), 20(2) or 20(3), the Landlord related theretoCity shall have the option to renew this Agreement for the May 2024 long weekend by no later than January 1, 2024 upon written notice to the Licensee, upon the same terms and conditions as are herein contained, save and except that:
(a) the Event shall be held on Sunday, May 19, 2024, and if inclement weather prohibits the Event from taking place on said date, the Event shall be held on Monday, May 20, 2024, and the dates in the Agreement shall be adjusted accordingly.
Appears in 2 contracts
Samples: Licence and Service Agreement, Licence and Service Agreement
OPTION TO RENEW. 35.1 Subject to the provisions of Section 5 of this Schedule “A”section, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five the right to extend the term of this Lease for one (51) options to renew additional term (the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”"Extended Term") for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date Expiration Date. Tenant may exercise such right only by giving Landlord written notice of exercise of such right at least twelve (12) months, but not more than fifteen (15) months, before the then current TermExpiration Date. Each Renewal Term If Tenant fails to exercise such right in accordance with this section, such right shall be on terminate. Notwithstanding the same terms and conditions foregoing, if (a) as are contained in the Lease existing on of the date immediately preceding the commencement date of the Renewal Term renewal period (i) Original Tenant, or an Affiliate of Original Tenant, is not utilizing at least twenty-five percent (25%) of the Premises then demised hereunder for the conduct of its business in questionthe Premises or Original Tenant does not intend to continue to occupy such portion of the Premises (but intends to assign this Lease or sublet the space in whole or in part), save (ii) more than seventy-five percent (75%) of the Premises is then sublet, excluding a sublease to an Affiliate of Original Tenant, or (iii) this Lease has been assigned, excluding an assignment to an Affiliate of Original Tenant, or (b) on the date Tenant exercises the option, Tenant is in default of any of its obligations under this Lease, beyond applicable notice and cure periods, then, at Landlord's election, the renewal option shall be null and void and Tenant shall have no right to renew this Lease.
35.2 If Tenant exercises the renewal option set forth in section 35.1 above, then all of the terms and conditions set forth in this Lease as applicable to the Premises as of the date immediately preceding such renewal shall apply during the renewal term, except that:
that (a) the Tenant shall accept take the Premises in their then "as-is" state and condition, and (b) the Expansion Base Rent payable by Tenant for the Premises shall be the then fair market rent for the Premises based upon the terms of this Lease, as renewed. Fair market rent shall include the periodic rental increases, if any, that would be included for space leased for the period the space will be covered by this Lease. For purposes of this Article 35, the term "fair market rent" shall mean the rental rate for comparable space under primary lease (and not sublease) to new tenants in comparable buildings in the Santa Clara, California area, taking into consideration the then prevailing ordinary rental market practices with respect to tenant improvement allowances (and that no tenant improvement allowance will be provided to Tenant), free rent periods or other tenant concessions (if any) “as is”(e.g., not offering extraordinary rental, promotional deals and other concessions to tenants which deviate from what is the then prevailing ordinary practice in their state an effort to alleviate cash flow problems, difficulties in meeting loan obligations or other financial distress, or in response to a greater than average vacancy rate). The fair market rent shall be mutually agreed upon by Landlord and condition existing on Tenant in writing within the thirty (30) calendar day period commencing one hundred eighty (180) days prior to commencement date of the Renewal Term Extended Term. If Landlord and Tenant are unable to agree upon the fair market rent within said thirty (30) day period, then the fair market rent shall be established in question, accordance with the procedures set forth in section 35.3 below.
35.3 Within fifteen (15) days after the expiration of the thirty (30)-day period set forth in section 35.2 above for the mutual agreement of Landlord and Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications as to the Premises that may be required shall be performed by the Tenantfair market rent, each party hereto, at its cost, shall engage a real estate broker to act on its behalf in compliance determining the fair market rent. The brokers each shall have at least ten (10) years' experience with leases in first-class office buildings in the provisions Santa Clara, California area and shall submit to Landlord in advance for Landlord's approval the appraisal methods to be used. If a party does not appoint a broker within such fifteen (15)-day period but a broker is appointed by the other party, the single broker appointed shall be the sole broker and shall set the fair market rent. If the two brokers are appointed by the parties as stated in this section 35.3, such brokers shall meet promptly and attempt to set the fair market rental. If such brokers are unable to agree within thirty (30) days after appointment of the Lease;
second broker, the brokers shall elect a third broker meeting the qualifications stated above in this section 35.3 above not later than the tenth (10th) day after the last date the two brokers are given to set the fair market rental. If the brokers fail to timely appoint such third broker, such broker shall be appointed by the Superior Court of the State of California in and for Santa Xxxxx County upon application of either Tenant or Landlord. Each of the parties hereto shall bear one-half (1/2) the cost of appointing the third broker and of the third broker's fee. The third broker shall be a person who has not previously acted in any capacity for either party. The third broker shall conduct his own investigation of the fair market rent. Within ten (10) days after the third broker has been appointed, Xxxxxxxx's broker and Xxxxxx's broker shall submit in writing to the third broker their respective determination of the fair market rent. The determination of the third broker shall be limited solely to the issue of whether the fair market rent submitted by Xxxxxxxx's broker or Xxxxxx's broker is the closest to the actual fair market rent as determined by the third broker. The third broker shall within thirty (30) days of his or her appointment reach a decision as to whether the parties shall use the fair market rent submitted by Xxxxxxxx's broker or by Xxxxxx's broker, and shall notify Landlord and Tenant thereof. Notwithstanding the foregoing to the contrary (a) if either Xxxxxxxx's broker or Xxxxxx's broker fails to timely submit its respective determination to the third broker, then the determination of the broker that submitted its determination to the third broker shall be the fair market rental and (b) there if both Landlord's broker and Xxxxxx's broker fail to timely submit their respective determinations to the third broker, then the fair market rent shall be no fixturing perioddetermined by the third broker within thirty (30) days of the third broker's appointment
35.4 If the term of this Lease is extended for the Extended Term in accordance with this section, no allowanceLandlord and Tenant each shall, no free rent periodon or before the first day of the Extended Term, nor any execute and deliver to the other inducementan amendment to this Lease, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further which confirms the extension of the term of this Lease for the Extended Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) sets forth the Base Rent payable during the Extended Term as determined in accordance with this Article 35, but the term of this Lease shall be extended for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Extended Term shall be and the Base Rent payable so determined shall be effective during the last year of the then current Extended Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have whether or not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretosuch amendment is executed.
Appears in 1 contract
Samples: Lease (Gigamon Inc.)
OPTION TO RENEW. Subject (a) Option to Extend: Landlord hereby grants to Tenant one option ---------------- (the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5"Option") options to renew the Lease term of this Lease, for a additional term of three (collectively3) years, commencing when the initial term expires, upon the terms and conditions set forth below.
(b) Provided Tenant is not in default pursuant to this Lease, Tenant may exercise such option by giving Landlord written notice of its intention not less than six (6) months prior to the expiration of the then existing term of this Lease.
(c) If this option is exercised, the “Options to Renew”, and each, an “Option to Renew”basic monthly Rent for the Premises shall become ninety-five (95 %) of the then current fair market monthly rent ("Fair Market Rent") for the Premises and as of the Expansion Premises option period commencement date, as determined by the agreement of the parties or, if the parties cannot agree within sixty (if any)60) days prior to the latest date on which Tenant shall be entitled to exercise the Option, for further periods of five (5) years eachthen by an appraisal. Notwithstanding the foregoing, except the basic monthly Rent for the fifth (5th) and final Premises during the Option to Renew which period shall not be less than the basic monthly Rent for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date last month of the then current initial Term. Each Renewal Term shall be on the same All other terms and conditions as are contained in the Lease existing on and this Addendum, as the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that same may be required shall be performed amended from time to time by the Tenant, at its cost, parties in compliance accordance with the provisions of the Lease;, shall remain in full force and effect and shall apply during the Option term, except that Tenant shall have no further option to extend the Term hereof.
b(d) there If it becomes necessary to determine the fair market rental value of the Premises by appraisal, real estate appraiser(s), all of whom shall be no fixturing members of the American Institute of Real Estate Appraisers and who have at least five (5) years experience appraising office space located in the vicinity of the Premises shall be appointed and shall act in accordance with the following procedures.
(i) If the parties are unable to agree on the Fair Market Rent within the allowed time, either party may demand an appraisal by giving written notice to the other party, which demand to be effective must state the name, address and qualifications of an appraiser selected by the party demanding an appraisal (the "Notifying Party"). Within ten (10) days following the Notifying Party's appraisal demand, the other party (the "Non- Notifying Party") shall either approve the appraiser selected by the notifying party or select a second properly qualified appraiser by giving written notice of the name, address, and qualification of said appraiser to the Notifying Party. If the Non-Notifying Party fails to select an appraiser within the ten (10) day period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there the appraiser selected by the Notifying Party shall be deemed selected by both parties and no further extension other appraiser shall be selected. If two appraisers are selected, they shall select a third appropriately qualified appraiser, the third appraiser shall be appointed by the then presiding judge of the Term or renewal county where the Premises are located upon application by either party.
(ii) If only one appraisers is selected, that appraiser shall notify the parties in simple letter form of its determination of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Fair Market Rent payable for the Premises within fifteen (excluding the Expansion Premises, if any, for 15) days following his selection which no Base Rent is payable) during each Renewal Term appraisal shall be conclusively determinative and binding on the Base Rent payable during parties as the appraised Fair Market Rent.
(iii) If multiple appraisers are selected, the appraisers shall meet not later than ten (10) days following the selection of the last year of appraiser. At such meeting, the then current Term increased, on a cumulative basis, on each anniversary date appraisers shall attempt to determine the Fair Market Rent for the Premises as of the commencement date of the Renewal TermOption period by the agreement of at least two (2) of the appraisers.
(iv) If two (2) or more of the appraisers agree on the Fair Market Rent for the Premises at the initial meeting, commencing such agreement shall be determinative and binding upon the parties hereto and the agreeing appraisers shall, in simple letter form executed by the agreeing appraisers, forthwith notifying both Landlord and Tenant of the amount set by such agreement. If multiple appraisers are selected and two (2) appraisers are unable to agree on said commencement datethe Fair Market Rent for the Premises, all appraisers shall submit to Landlord and Tenant an independent appraisal of the Fair Market Rent for the Premises in simple letter form within twenty (20) days following appointment of the final appraiser. The parties shall then determine the Fair Market Rent for the Premises by two averaging the appraisers; provided that any high or low appraisal, differing from the middle appraisal by more than ten percent (210%)) of the middle appraisal, shall be disregarded in calculating the average.
(v) The appraisers determination of Fair Market Rent shall be based on rental space of similar age, construction, size and location as the Premises with the improvements installed therein at Landlord's expense and shall take into account Tenant's obligations to pay additional rent under this Lease. In order to validly exercise its Option to Renewdetermining Fair Market Rent, the Tenant appraisers shall provide not consider any alteration in the Premises at Tenant's expense.
(vi) If only one appraiser, is selected, then each party shall pay one-half (1/2) of the fees and expenses of that appraiser. If three (3) appraisers selected each party shall bear the fees and expenses of the appraiser it selects and one-half (1/2) of the fees and expenses of the third appraiser. Notwithstanding anything to the contrary contained in this paragraph, if the rent during an Option period is determined by appraisal and if Tenant does not, in its sole discretion, approve the rental amount established by such appraisal, Tenant may rescind its exercise of the Option by giving Landlord a prior written notice of its exercise thereof such election within ten (the “Notice 10) days of Renewal”) receipt of all appraisals, provided such notice is delivered to be received by the Landlord no earlier later than twelve one hundred twenty (12120) months prior to days before the expiry date end of the then current TermTerm of the Lease. If Tenant fails to validly rescinds its exercise an Option to Renewof the Option, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and then (i) the Lease shall terminate at on the expiry thirtieth (30th) day after Xxxxxx's notice of rescission or on the date of the then current Term, without any rights or recourses whatsoever Lease would have otherwise terminated absent Xxxxxx's exercise of the Option, whichever date is later, and (ii) Tenant against shall pay all costs and expenses of the Landlord related theretoappraisal.
Appears in 1 contract
Samples: Office Lease (Portal Software Inc)
OPTION TO RENEW. Subject to Section 42.1 Provided that both at the provisions time of Section 5 the exercise of the Renewal Option (as hereinafter defined) and at the time of the commencement of the Renewal Term (as hereinafter defined): (i) this Schedule “A”, provided the Lease is shall be in full force and effect, ; (ii) there shall not then be existing an Event of Default under this Lease; and further provided (iii) Tenant (and its affiliates) are in physical occupancy of the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the entire Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options one option to renew extend the Term of this Lease (collectively, the “Options to Renew”, and each, an “Option to RenewRenewal Option”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a the “Renewal Term”), commencing . The Renewal Term shall commence on the day immediately following the expiry date Fixed Expiration Date. The Renewal Option shall be exercisable by written notice (the “Renewal Notice”) to Landlord given not earlier than eighteen (18) months, nor later than twelve (12) months, prior to the Fixed Expiration Date. Notwithstanding the first sentence of this Section 42.1, Landlord, in its sole discretion, may waive any default by Tenant and no such default may be used by Tenant to negate the effectiveness of Tenant’s exercise of the then current TermRenewal Option. Each The Renewal Term shall constitute an extension of the Term of this Lease and shall be on upon all of the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of Term, except that (A) during the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension option to renew the Term of this Lease, (B) Landlord shall not be required to furnish any materials or perform any Landlord’s Work or other work to prepare the Premises for Tenant’s continued occupancy during the Renewal Term and Landlord shall not be required to make a Tenant Improvement Allowance or to reimburse Tenant for any Alterations made or to be made by Tenant during or in preparation of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d(C) the Base Fixed Rent payable for the Renewal Term shall be payable at a rate per annum equal to the Fair Market Value of the Premises (excluding as of the Expansion Premisesfirst day of the Renewal Term. During the Renewal Term, if anyall Escalation Rent that Tenant is obligated to pay under Article 3 of this Lease during the existing Term hereof shall continue without interruption, it being the intention of the parties hereto that the Renewal Term shall be deemed a part of and continuation of the existing Term of this Lease, except that the Base Tax Factor for which no Base Rent is payable) during each the Renewal Term shall be the Taxes payable for the Tax Year commencing on July 1, 2020 and the Base Rent payable during Operating Factor shall be the last year Operating Expenses paid or incurred with respect to the Operating Year commencing on January 1, 2020.
Section 42.2 If Tenant has given the Renewal Notice in accordance with Section 42.1, the parties shall endeavor to agree upon the Fair Market Value of the then current Term increasedPremises, on a cumulative basis, on each anniversary date as of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order the event that the parties are unable to validly exercise its Option to Renew, agree upon the Tenant shall provide to Fair Market Value for the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) Renewal Term within six months prior to the expiry date first day of the Renewal Term then current the same shall be determined as follows. Landlord shall notify Tenant of Landlord’s good faith determination of the Fair Market Value, which shall constitute the maximum that Landlord can claim is the Fair Market Value of the Premises for the applicable Renewal Term in any arbitration thereof (“Landlord’s Maximum Determination”). Within 30 days after Landlord shall have given Tenant Landlord’s Maximum Determination (time being of the essence as to Tenant’s obligation to give Landlord Tenant’s Minimum Determination by such date), Tenant shall notify Landlord whether Tenant disputes Landlord’s Maximum Determination and, if Tenant disputes Landlord’s Maximum Determination, Tenant shall set forth in such notice Tenant’s good faith determination of the Fair Market Value of the Premises for the applicable Renewal Term, which shall constitute the minimum that Tenant can claim is the Fair Market Value for the Premises for the applicable Renewal Term in any arbitration thereof (“Tenant’s Minimum Determination”). If Tenant fails to validly exercise an Option dispute Landlord’s Maximum Determination or to Renewset forth Tenant’s Minimum Determination within the time period set forth above (time being of the essence as to Tenant’s obligation to give Landlord Tenant’s Minimum Determination by such date), the then Tenant shall be deemed, for all legal purposes, deemed to have renounced to exercise all Options to Renew which have not yet been exercisedaccepted Landlord’s Maximum Determination as the Fair Market Value for the Renewal Term.
Section 42.3 If Tenant disputes Landlord’s determination of Fair Market Value, and these Options Landlord and Tenant fail to Renew together with agree as to the provisions amount thereof within 30 days after the giving of this Section Tenant’s Minimum Determination, then the dispute shall ipso facto become null and void and of no further effect, and be resolved by arbitration as set forth below. If the Lease dispute shall terminate at not have been resolved on or before the expiry date first day of the then current Renewal Term, without then pending such resolution, Tenant shall pay, as Fixed Rent for the Renewal Term, an amount equal to Landlord’s Maximum Determination. If such resolution shall be in favor of Tenant, then within 30 days after the final determination of Fair Market Value for the Renewal Term, Landlord shall refund to Tenant any rights overpayment. Any dispute as to Fair Market Value shall be determined as follows. A senior officer of a recognized New York City leasing brokerage firm (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 American Arbitration Association (“AAA”). The Baseball Arbitrator selected by the parties or recourses whatsoever designated by the AAA shall not have been employed by Landlord or Tenant during the previous five-year period and shall have at least ten years experience in the leasing of office space in Manhattan in the vicinity of the Building. Landlord and Tenant against shall each submit to the Baseball Arbitrator and to the other its determination of the Fair Market Value for the applicable Renewal Term, as set forth above, which need not be Landlord’s Maximum Determination or Tenant’s Minimum Determination. The Baseball Arbitrator shall determine which of the two rent determinations more closely represents the Fair Market Value for the Renewal Term. The Baseball Arbitrator may not select any other rental value for the Renewal Term other than one submitted by Landlord related theretoor Tenant. The determination of the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the Fixed Rent payable for the Renewal Term. After a determination has been made of the Fair Market Value, the parties shall execute and deliver an instrument setting forth the Fixed Rent for the Renewal Term, but the failure to so execute and deliver any such instrument shall not affect the determination of such Fixed Rent in accordance with this Article 42.
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of 1.01 So long as this Schedule “A”, provided the Lease is in full force and effecteffect and Tenant is not in default under any of the Lease provisions, and further provided the no condition exists which with notice or passage of time would constitute a default by Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the this Lease, the Landlord grants to Tenant shall have five (5) options an option to renew the Lease (collectively, the “Options to Renew”, and each, an “"Option to Renew”") for the Premises and the Expansion Premises (if any), for further periods three Option Periods of five (5) years each, except for subject to the fifth following provisions.
(5tha) Tenant shall provide written notice to Landlord of Tenant's intent to renew the Lease not less than twelve (12) months and final not more than twenty-four (24) months prior to the expiration date of the then-current Lease Term.
(b) The Option to Renew which shall be for a period of five void if at any time during the last twenty four (524) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date months of the then current Term. Each Renewal Lease Term shall be on (including, but not limited to, the same period of time between the date of the exercise of the Option and the date upon which the then current Lease Term would normally expire) the Landlord, in order to enforce its rights under the Lease has in good faith and with reasonable basis under this Lease and applicable law (i) brought an action to collect Rent from Tenant, or (ii) brought an action to recover possession of the Premises from Tenant; or (iii) brought an action to dispossess Tenant.
(c) All other terms and conditions as are contained in of the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance remain unchanged with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
cexceptions that (i) there shall be no further extension option to renew other than the three options which are specified in this provision, and (ii) there shall be no further option to renew if Tenant does not duly exercise its first option to renew, and (iii) there shall be no Tenant's Initial Improvements or other matters specific to the initial leasing of the Term or renewal Premises, and (iv) Fixed Minimum Rent shall be subject to increase during the then-applicable Option Period as follows: Landlord and Tenant agree to adopt as a standard for measuring fluctuations of the Lease beyond purchasing power of its rental income the fifth Consumer Price Index (5thfor all urban consumers)-All Items (1982-1984-100) Renewal Term, and issued by the Options Bureau of Labor Statistics of the U.S. Department of Labor ("CPI"). The Fixed Minimum Rent for each year during such Option Periods shall be adjusted to Renew shall not apply anew; and
d) reflect increases in the Base Rent payable cost of living as set forth by the CPI figure or any successor or substituted index appropriately adjusted. The CPI Figure for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during first month of the last year of the then current preceding Lease Term increased, on a cumulative basis, on is referred to as the "Basic Standard". The CPI for each anniversary date of the commencement date Basic Standard is referred to as the "New Index Figure". Adjustments shall be made annually on the first day of each year during the term of each Option Period. These adjustments shall be made and the adjusted monthly Fixed Minimum Rent ("New Rental") for the ensuing year shall be arrived at by multiplying the monthly Fixed Minimum Rent for the first full month of the Renewal last year of Initial Lease Term, commencing on said commencement dateas described in the Basic Term Sheet, and, after the end of the Initial Lease Term, by two multiplying the first month of the preceding lease year, by a fraction, the numerator of which shall be the New Index Figure and the denominator of which shall be the Basic Standard. Landlord shall notify Tenant in writing of the amount of the New Rental and the same shall be due on the first day of the month beginning that same adjustment period and each month thereafter until adjusted again under this Lease, provided however that in each year of the respective Option period, the maximum annual increase in Fixed Minimum Rent payable shall be five (5%) percent and the minimum annual increase in Fixed Minimum Rent shall be three (23%)) percent; and, in no event shall the rental due and payable hereunder be less than the annual Fixed Minimum Rent for each preceding year of the Lease Term, regardless of the value of the dollar as reflected by said CPI figure. In order the event the amount of the CPI figure ------------------/---------------- Landlord Tenant increase is not known until after the first month of the period for which the adjustment is to validly exercise its Option be made, due to Renewdelay in publication of the CPI figure, or any other reason notification has not been made by Landlord, then, upon notification of the increase by Landlord, Tenant shall provide to pay the Landlord a full amount of the increase which is due for any prior months during the adjustment period, within fifteen (15) days following receipt of Landlord's written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoamount due.
Appears in 1 contract
OPTION TO RENEW. Subject (a) Provided that (i) Tenant is not in default hereunder beyond any applicable notice and cure period on the date of the Notice to Renew (as hereinafter defined) or on the Expiration Date and on each such date shall have sublet no more than twenty five (25%) of the Premises (it being agreed that space sublet to Affiliates shall be deemed not to have been sublet for these purposes) and (ii) Tenant shall not have received written notice from Landlord (a "Landlord Occupancy Notice") indicating that Landlord intends to occupy the Premises for its own use or intends to make the Premises available for the use of its Affiliates subsequent to the provisions of Section 5 of this Schedule “A”Expiration Date, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options the right to renew extend the Term of the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five renewal term (5) years minus one (1) day (each a “"Renewal Term”), ") commencing on the day immediately following succeeding the expiry Expiration Date and ending on December 30, 2020. Landlord shall have the right to deliver to Tenant a Landlord Occupancy Notice provided that (x) Landlord intends in good faith to occupy the Premises for its own use or to make the Premises available for the use of Affiliates of Landlord and (y) Landlord shall have delivered the Landlord Occupancy Notice to Tenant no later than the date of which is twenty four (24) months prior to the then current TermExpiration Date. Each Renewal In the event that Landlord subsequently determines that it shall not occupy the Premises or make it available for occupancy by its Affiliates, Landlord shall promptly deliver a notice (the "Reinstatement Notice") to Tenant indicating such determination and upon receipt thereof, Tenant's right to renew the Term shall be reinstated on the same terms and conditions as are contained in hereinafter provided, except that (x) Landlord shall not thereafter have the Lease existing on right to send to Tenant a Landlord Occupancy Notice and (y) Tenant shall have the greater of (A) thirty (30) days from the date immediately preceding Tenant receives the commencement Reinstatement Notice and (B) the number of days remaining prior to the date of that is eighteen (18) months prior to the Expiration Date to deliver to Landlord the Notice to Renew (as defined below). The Renewal Team shall be upon the same terms and conditions as are herein provided, except that (i) Fixed Rent during the Renewal Term in questionshall equal Fair Market Rent (as hereinafter defined), save and except that:
a(ii) Tenant shall have no option to renew this Lease beyond the expiration of the final Renewal Term, (iii) the Tenant Premises shall accept the Premises and the Expansion Premises be delivered in their existing condition (if any) “on an "as is”, in their state and condition existing on " basis) at the commencement date of time the Renewal Term commences and (iv) no tenant improvement allowance or rent free period shall be granted. Except as otherwise provided herein, such right shall be exercised by Tenant by giving written notice (the "Notice to Renew") to Landlord at least eighteen (18) months prior to the Expiration Date of the Term. Time shall be of the essence for the exercise of such option. Tenant shall also use reasonable efforts to send a courtesy copy of the Notice to Renew to Insignia/ESG, Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxxx attention: Xxxxxxx Xxxxxxxxxx, but Tenant shall have not obligation to do so and failure by Tenant to send such notice shall have no effect on any Notice to Renew and shall have no impact on any parties' rights or obligations hereunder. Tenant shall have no further right to extent or renew this Lease. The renewal option set forth in questionthis Section 2.05 is personal to Standard Chartered Bank and its affiliated companies (which shall include any of the "Successor Entities" described in Section 6.01 hereof) and shall not inure to the benefit of any third party.
(b) For the purposes of this Article, "Fair Market Rent" shall mean the Tenant hereby renouncing to all legal warranties related thereto; Fixed Rent, on a so-called "net" basis, that is the Landlord having no work to perform rental rate then being charged by landlords (including Landlord) in Manhattan on new leases for space of similar quality and size as the Premises, taking into account all relevant factors, including without limitation, age, extent and all quality of tenant improvements, additions length of term, amenities, location and/or floor height and allowances or modifications concessions that have been granted such as abatements, lease assumptions and leasehold improvement and moving allowances and taking into consideration the terms of this Lease, but assuming (x) a renewal term equal to ten (10) years and (y) Landlord has had sufficient time to locate a suitable, unaffiliated third-party tenant in the market place. In addition, for the purposes of the determination of Fair Market Rent, such determination shall take into account the costs which Landlord would not incur if Tenant renews, such as, without limitation, build-out and brokerage costs. Landlord and Tenant shall meet and shall cooperate in good faith to reach a mutually acceptable determination of Fair Market Rent. In the event that Landlord and Tenant shall be unable to agree on the determination of Fair Market Rent by the date that is four (4) months prior to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order either party shall have the right at any time thereafter to validly exercise its Option submit the determination of Fair Market Rent to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together arbitration in accordance with the provisions of this procedures set forth in Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto2.05(d) below.
Appears in 1 contract
Samples: Lease Agreement (Credit Suisse First Boston Usa Inc)
OPTION TO RENEW. Subject Provided and upon the conditions that, (a) at the time Tenant exercises its right and option (described below) to extend the term of the Lease and immediately prior to the provisions commencement date of Section 5 of this Schedule “A”the applicable extension term, provided the Lease is shall be in full force and effecteffect and Tenant shall not be in breach of any of the provisions of the Lease (whether or not the same constitutes an "Event of Default" as defined in Article 15 of the Lease), and further provided (b) during the Tenant is STRONG/MDI SCREEN SYSTEMStwelve (12) months prior to such commencement date no such Event of Default shall have occurred, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five the right and option, exercisable by giving Landlord prior written notice thereof at least nine (59) options months before the commencement date of the extension term, to renew extend the term of the Lease for one term of three (collectively3) years, commencing on September 1, 2026 and expiring on August 31, 2029, at a monthly Fixed Rent (expressed as an annual amount per square foot of the “Options total rentable square feet of the Premises) equal to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods greater of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following monthly Fixed Rent payable by Tenant for the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date month immediately preceding the commencement date of the Renewal Term in questionextension term, save and except that:
a(2) the Tenant shall accept the Premises and the Expansion Premises Fair Market Rent (if anydefined below) “as is”, in their state and condition existing on of the commencement date of the Renewal Term extension term, but otherwise upon the same terms, conditions and provisions contained in questionthe Lease including, without limitation, the obligation of Tenant hereby renouncing to all legal warranties related thereto; pay Additional Rent under Section 2.3 of the Lease (except that (A) Landlord having shall have no work obligation to perform in the Premises, and all improvements, additions or modifications any improvements to the Premises that may be required shall be performed by the Tenantor provide any contribution therefor, at its cost, in compliance with the provisions of the Lease;
b(B) there shall be no fixturing periodwaiver or abatement of Rent, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
cand (C) there shall be no further extension right and option to extend). As used herein, "Fair Market Rent" means the monthly base rent, per square foot (with a tenant to pay Additional Rent of the Term same types described in the Lease), for a lease term equivalent to the extension term, at which Landlord is renewing leases for comparable improved office space in the complex of which the Building is a part and landlords are leasing comparable improved office space in buildings that are comparable to the Building and located in the Bala Cynwyd and Conshohocken, Pennsylvania markets (with appropriate adjustments to take account of variations in location, size and tenant fit-up costs undertaken by Landlord and such landlords) as provided to Tenant by Landlord's written notice within thirty (30) days of receipt of Tenant's notice of exercise. Within ten (10) days after Txxxxx's receipt of such notice from Landlord to Tenant, Tenant shall give notice to Landlord either accepting or renewal of rejecting the Lease beyond Fair Market Rent (if greater than the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base monthly Fixed Rent payable by Tenant for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of month immediately preceding the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%extension term). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant rejects such terms or if Tenant fails to validly exercise an Option to Renewnotify Landlord within such ten (10) day period, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and then the Lease shall terminate absolutely, without the necessity of any further notice from either party, at the expiry date end of the then current Term, without any rights or recourses whatsoever existing Term of the Lease. If Tenant against accepts such terms, then Landlord shall prepare, and the Landlord related theretoparties shall execute, an appropriate amendment to the Lease reflecting the amendment.
Appears in 1 contract
Samples: Lease (Larimar Therapeutics, Inc.)
OPTION TO RENEW. Subject to (a) if the provisions of Section 5 term of this Schedule “A”, provided the Lease is shall then be in full force and effect, effect and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing complied fully with its obligations under the Leasehereunder, the Tenant shall have five (5) options the option to renew extend the term of this Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “the "Renewal Term”), ") commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in questionExpiration Date, save and except that:
a) the provided however that Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the give Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (election to extend the “Notice of Renewal”) to be received by the Landlord term no earlier than twelve eighteen (1218) months prior to the expiry date Expiration Date nor later than fifteen (15) months prior to the Expiration Date of the then current Termterm. TIME BEING OF THE ESSENCE in connection with the exercise of Tenant's option pursuant to this Article.
(b) Such extension of the term of this Lease shall be upon the same covenants and conditions, as herein set forth except for the Fixed Basic Rent (which shall be determined in the manner set forth below), and except that Tenant shall have no further right to extend the term of this Lease after the exercise of the single option described in paragraph (a) of this Article. If Tenant fails shall duly give notice of its election to validly exercise an Option to Renewextend the term of this Lease, the Renewal Term shall be added to and become a part of the Term of this Lease (but shall not be considered a part of the initial Term), and any reference in this Lease to the "Term of this Lease", the "Term hereof", or any similar expression shall be deemed to include such Renewal Term, and, in addition, the term "Expiration Date" shall thereafter mean the last day of such Renewal Term. Landlord shall have no obligation to perform any alteration or preparatory or other work in and to the Premises or to make any allowance toward the cost of any work performed therein by Tenant and Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretocontinue possession thereof in its "as is" condition.
Appears in 1 contract
OPTION TO RENEW. Subject Tenant shall have the option to renew the Term of --------------- this Lease for three (1) additional periods of one (1) year each ("First Renewal Term", "Second Renewal Term" and "Third Renewal Term", respectively), subject to the provisions following terms and conditions. Tenant shall be permitted to exercise the options granted herein, provided (i) Tenant (or an assignee or subtenant to which Landlord has consented) is in possession of Section 5 the Premises, and is not in default of any term, covenant or condition of this Schedule “A”Lease; and (ii) at the time Tenant notifies Landlord that it intends to exercise any of such options, Tenant provides Landlord with a copy of its corporate charter (or such other assurance, as may be reasonably acceptable to Landlord) evidencing that the term of Tenant's existence has been extended through at least the end of the renewal term for which the option is then being exercised. In the event Tenant is unable to provide evidence that the term of Tenant's existence has been extended at the time of Tenant's notice to exercise the option to renew, then Landlord will permit such renewal, subject to the terms of this paragraph 4, and provided (a) at the time Tenant delivers notice to Landlord that it is exercising its option to renew, Tenant advises Landlord of its intention to extend its existence; and (b) not less than ninety (90) days prior to the end of the term then in effect, Tenant delivers to Landlord satisfactory evidence that Tenant's existence has been extended, or if such evidence is not available on or before such ninety (90) day period, Tenant provides Landlord with an unconditional and irrevocable letter of credit from an area banking institution approved by Landlord in an amount equal to six (6) months Annual Basic Rent ('Letter of Credit'). Such Letter of Credit shall be held by Landlord in accordance with the terms of the immediately following paragraphs. If a Letter of Credit is required, Tenant shall deliver same to Landlord on or before that date which is (90) days prior to the end of the term then effect. Such Letter of Credit shall be held by Landlord as security for the performance by Tenant of all the covenants and obligations of Tenant set forth in this Lease. Said Letter of Credit shall contain terms whereby it can be drawn on by Landlord at sight on any date during the then applicable renewal term on which issuer shall receive from Landlord a certification signed by Landlord stating that an Event of Default has occurred by Tenant under the Lease or that (contrary to Tenant's earlier stated intention) the term of Tenant's existence has not been extended. If an Event of Default has occurred, Landlord shall have the right to apply any amounts so drawn against all amounts then due and owing by Tenant under this Lease and/or against sums expended by Landlord to cure existing defaults by Tenant. Any balance left of the sum received from drawing on the Letter of Credit, after the curing of defaults and/or the payment of amounts due by Tenant, shall be held by Landlord, without interest, as a cash security deposit. In the event Landlord shall draw on any Letter of Credit provided by Tenant, Tenant shall replace same no later than thirty (30) days after the date of such drawing, and if same is not replaced it shall constitute an Event of Default under the terms of this Lease and Landlord shall have the benefit of all remedies permitted pursuant to the terms of this Lease and the laws of the State in which the Premises is located. If (contrary to Tenant's earlier stated intention) the term of Tenant's existence is not extended, this Lease shall terminate within ten (10) business days of Landlord's notice thereof and Landlord shall have the right to draw on the entire amount of the Letter of Credit and retain the full amount so drawn. Tenant acknowledges and agrees that it shall keep the Letter of Credit in full force and effect, and further provided effect through the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned earlier to occur of (x) the Lease end of the applicable renewal term; (y) or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the until Tenant shall have five furnished Landlord with written evidence, reasonably satisfactory to Landlord, of its continuing existence, at which time, Landlord shall return the Letter of Credit to Tenant. In the event the term of the Letter of Credit must be renewed, then not more than thirty (530) options days prior to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry any expiration date of the Letter of Credit, Tenant shall provide Landlord with a replacement Letter of Credit or an amendment extending the existing Letter of Credit. Should Tenant fail to provide Landlord with a replacement Letter of Credit (or an extension) on or before the expiration date of the Letter of Credit, Landlord shall have the right to draw on the entire amount of said Letter of Credit and hold it, without interest, for the benefit of Landlord as security for the faithful performance of the Lease until the Letter of Credit is replaced (or extended) or thirty (30) days following expiration of the then current Termapplicable renewal term. If the Letter of Credit is not replaced (or extended), the amount drawn by Landlord shall be returned to Tenant, less all costs incurred by Landlord in curing or satisfying any default by Tenant, within a reasonable time after the Termination Date of the then applicable renewal term. If Tenant fails to deliver any required Letter of Credit, such failure to deliver same shall constitute a default under this Lease and Landlord shall have the right to pursue all remedies available to under this Lease and at law (including, without limitation, termination of this Lease). The foregoing provisions with respect to the Letter of Credit shall apply to each option to renew. Each of the Renewal Term Terms shall be on upon the same terms terms, covenants and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in questionthis Lease, save and except that:
a(i) the Tenant Annual Basic Rent during the First Renewal Term, commencing as of November 15, 2005, shall accept be at the Premises "Prevailing Market Rate"; and the Expansion Premises (if any) “as is”, in their state Annual Basic Rent during the Second and condition existing on Third Renewal Terms shall be at the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications same rate applicable to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the LeaseFirst Renewal Term;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c(ii) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options option to Renew shall not apply anewrenew except as specifically provided herein; and
d(iii) the Base Rent payable Landlord shall not be obligated to construct, pay for the Premises (excluding the Expansion Premises, if any, or grant an allowance with respect to tenant improvements unless otherwise specifically provided for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of in this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoLease.
Appears in 1 contract
Samples: Massachusetts Full Service Office Lease (Harbor Global Co LTD)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the (a) Provided that Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Leasebeyond any notice and cure periods, the Tenant shall have one (1) option to renew this Lease (the "Renewal Option") with respect to all, but not less than all, of the Premises for a five (5) options to renew year extended term (the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal "Extended Term”"), commencing on upon the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on Expiration and otherwise upon the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in questionthis Lease, save and except that:
athat (i) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required Base Rent shall be performed by the Tenantdetermined as described below, at its cost, in compliance with the provisions of the Lease;
b(ii) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Termoption to renew, and (iii) at Landlord's option, which Landlord may exercise in its sole and absolute discretion based on Landlord's financial evaluation of Tenant at the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date time of the commencement date of the Renewal Extended Term, commencing on said commencement dateTenant shall be required to furnish to Landlord a new Letter of Credit in an amount not exceeding $1,850,000 but otherwise determined by Landlord in its sole and absolute discretion, by two percent which amount shall not be reduced during the Extended Term; provided, however, that the amount of such required Letter of Credit shall not exceed $350,000 if Tenant provides to Landlord evidence reasonably satisfactory to Landlord that during each of the last three (2%)3) Lease Years of the initial Term the amount of Tenant's shareholder equity was not less than $100,000,000. In order to validly exercise its Option to Renewthe option, the Tenant shall provide to the Landlord a prior give written notice of its exercise thereof (the “Notice of Renewal”"Election Notice") to be received by the Landlord no earlier of Tenant's intention to exercise such option not more then eighteen (18) months nor less than twelve (12) months prior to the expiry date Term Expiration, and if such notice is not so given, the option shall terminate; the Tenant hereby expressly acknowledges and agrees that time is of the then current Termessence for purposes of notice of exercise of such option and that Tenant's failure to do so within such time period will relieve Landlord of any obligation under this Section. If Subject to subparagraphs (b) and (c) below, if Tenant fails timely delivers the Election Notice to validly exercise an Option to RenewLandlord and is not in default under this Lease at the time the Extended Term commences, the Landlord and Tenant shall be deemeddeemed to have entered into an extension of this Lease with respect to the entirety of the Premises for the Extended Term on the terms and conditions set forth herein. The parties hereto acknowledge that Landlord shall be under no obligation to expend or agree to expend funds in connection with this option to renew, including but not limited to, any funds for improvement to the Premises.
(b) The monthly Base Rent payable during the Extended Term pursuant to Section 3(a) shall be an amount equal to the Prevailing Market Rent (as hereinafter defined), multiplied by the number of square feet constituting the Premises, as then measured by Landlord in accordance with generally accepted measurement standards. "Prevailing Market Rent" shall mean the prevailing rental rate per square foot then being obtained by landlords of commercial office buildings of similar location, character and stature as the Building, for all legal purposescomparable improved space of similar size and for comparable duration and otherwise upon substantially equivalent economic terms as this Lease. During the option period, the Premises are to have renounced be leased "as is" and Landlord shall not be obligated to exercise all Options provide any tenant improvements or financing for the same. Notwithstanding the foregoing, the calculation of Prevailing Market Rent shall be determined by making adjustments for any concessions or inducements, including without limitation tenant improvement allowances, free rent, lease take-over obligations, or moving costs, that may be paid to Renew which other tenants. Landlord and Tenant shall meet and attempt in good faith to mutually determine Prevailing Market Rent for the purposes of the foregoing. If the parties have not yet been exercisedreached agreement on Prevailing Market Rent by the date that is sixty (60) days after the Election Notice (the "Initial Rent Determination Period"), each party shall appoint an appraiser and these Options shall give to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and other party the Lease shall terminate at the expiry date identity of the then current Termappraiser no later than the date that is ten (10) days after the Initial Rent Determination Period. If either party fails to appoint an appraiser by such date, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.sole appraiser appointed, if any, shall determine the
Appears in 1 contract
OPTION TO RENEW. Subject (a) Landlord hereby grants to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day option (each a the “Renewal Option”) to extend the term of this Lease for an additional period of three (3) years (the “Option Term”), commencing all on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except thatconditions:
a(1) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may The Option must be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premisesexercised, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement dateat all, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof irrevocably exercising the Option (the “Notice of RenewalOption Notice”) delivered by Tenant to be received by the Landlord no not later than six (6) months and not earlier than twelve (12) months prior to the expiry commencement of the applicable Option Term. Further, at Landlord’s option, the Option shall not be deemed to be properly exercised if, as of the date of the then current Option Notice or at or prior to the commencement of the applicable Option Term, (i) Tenant is in default under this Lease, (ii) Tenant has assigned this Lease or sublet any portion of the Leased Premises (other than to an affiliate or subsidiary of Tenant), (iii) Tenant, or Tenant’s affiliate or subsidiary, is in possession of less than all of the square footage of the Leased Premises, or (iv) Tenant has been in default beyond all applicable notice and cure periods at any time during the applicable Term. If Provided Tenant fails to validly exercise an Option to Renewhas properly and timely exercised the Option, the term of this Lease shall be extended for the period of the applicable Option Term, and all terms, covenants and conditions of this Lease shall remain unmodified and in full force and effect, except that (i) the Tenant Improvements set forth in Exhibit B shall not apply to the Option Term (Tenant shall be deemed, for all legal purposes, accept the Leased Premises in its AS IS condition existing prior to have renounced to exercise all Options to Renew which have not yet been exercisedOption Term), and these Options (ii) the Base Rent shall be modified as set forth in subsection 8.1(a)(2) below.
(2) The Base Rent payable for the initial year of each Option Term shall be the then-current rental rate per rentable square foot (as further defined below, “FMRR”) being agreed to Renew together (with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.annual market increases)
Appears in 1 contract
Samples: Office Building Lease (Aquinox Pharmaceuticals, Inc)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the (a) Tenant shall have five one (51) options option to renew extend the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1the "Option Period") day with at least twelve (each a “Renewal Term”), commencing on 12) months (but no more than eighteen (18) months) prior written notice of its intention to extend the day immediately following Lease prior to the expiry date expiration of the then current Term. Each Renewal Term shall be on Notwithstanding anything herein to the same terms and conditions contrary, if Landlord has given notice to Tenant that an Event of Default, as are contained defined in the Lease existing on Lease, has occurred, which Event of Default has not been cured by Tenant at the date immediately preceding the commencement date time Tenant gives Landlord notice of its exercise of the Renewal Term in question, save and except that:
a) option granted hereunder or at the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date time of the commencement date of the Renewal Termextended term, commencing on said commencement datethe option shall automatically terminate and become null and void.
(b) In the event the renewal option is timely exercised, by two the Lease shall be extended for the term of the Option Period upon all of the terms and conditions of the Lease (except that the Option Period shall apply to the Additional Space only to the extent provided in Section 7(h) below), provided that (i) the annual Base Rent for the Option Period shall be ninety-five percent (295%). In order ) of the "Fair Market Rent", subject to validly exercise its Option to Renewperiodic adjustments thereto, for the Tenant shall provide Premises, excluding all Additional Space, if any, already added to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) Premises pursuant to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section 8 herein, (ii) the Base Expense and Tax Year xxxxx xx 0000, (xxx) Tenant shall ipso facto become null and void and of have no further effectright to extend the term of this Lease, (iv) the Premises shall be accepted by Tenant in "AS IS" condition with no tenant improvements to be built by Landlord or tenant improvement allowance to be paid by Landlord and (v) the Lease provisions of Section 12 below shall terminate at apply to such renewal. For purposes hereof, "Fair Market Rent" shall mean such base rent as constitutes the expiry date prevailing base rent paid by new and renewing tenants, which occupy a minimum of 25,000 square feet in other Class "A" office buildings in the San Francisco financial district, which the parties agree will mean the area on the north of Market Street, west of the then current TermEmbarcadero, without any rights east of Kearny Street and south of Washington Street, for comparable space and for comparable terms pursuant to leases entered into or recourses whatsoever renewed by such other tenants on or about the commencement of the Tenant against Option Period. Determination of prevailing base rent shall take into consideration all relevant lease terms, effective rental rates, rental escalations, the Landlord related theretoOperating Expenses and Property Taxes to be paid by Tenant, Building identification and signage, the age of tenant improvements and other economic factors being obtained by such other tenants, including tenant allowances and other monetary concessions, if any, granted to such other tenants, in connection with comparable space.
Appears in 1 contract
OPTION TO RENEW. Subject Landlord hereby grants Tenant three (3) options to renew the Lease Term, upon the following terms and conditions:
(a) Each of the first two renewal terms (a renewal term, once exercised, is referred to in this Section as a “Renewal Term”) shall be for one (1) year, with the first Renewal Term, if exercised, commencing on the day following the expiration date of the initial Lease Term of this Lease and expiring at midnight on the day preceding the one year anniversary of the commencement date of the first Renewal Term, and the second Renewal Term, if exercised, commencing on the day following the expiration date of the first Renewal Term, and expiring at midnight on the day preceding the one year anniversary of the commencement of the second Renewal Term;
(b) The third Renewal Term shall be for five (5) years and, if exercised, shall commence on the day following the expiration date of the second Renewal Term and expiring at midnight on the day preceding the five year anniversary of the commencement date of the third Renewal Term;
(c) Tenant must exercise a renewal option, if at all, upon at least twelve (12) months written notice to Landlord, prior to the provisions expiration date of, as applicable, the initial Lease Term, the first Renewal Term or the second Renewal Term;
(d) At the time Tenant delivers a notice of Section 5 of election to renew to Landlord, this Schedule “A”, provided the Lease is must be in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has must not have assigned the this Lease or the subleased sublet more than fifteen (15%) percent of the Premises, or a portion thereof, and is not then in default no Event of executing its obligations under the Lease, the Tenant Default shall have five occurred and be continuing hereunder;
(5e) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on upon the same terms terms, covenants and conditions as are contained in this Lease, except that (1) the Lease existing on annual Base Rent for the date immediately preceding first Renewal Term shall be as stated in the commencement date definition of the term “Base Rent”, and (2) the annual Base Rent for the second and third Renewal Terms shall be the then-current Fair Market Rent of the Premises as of the first day of the second Renewal Term or third Renewal Term, as applicable, but in question, save and except that:no event less than the annual Base Rent payable during the prior Renewal Term; and
a(f) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date Exercise of the renewal option with respect to the second and third Renewal Term in question, Terms is subject to Tenant having validly exercised its option with respect to the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premisesprior Renewal Term, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension privilege of the Term or renewal of the Lease beyond the fifth (5th) third Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.
Appears in 1 contract
Samples: Office Lease (Cephalon Inc)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the 6.1 Tenant shall have five (5) options the right and option to renew the term of this Lease for Three (collectively, the “Options to Renew”, and each, an “Option to Renew”3) for the Premises and the Expansion Premises (if any), for further consecutive periods of five Five (5) years eacheach (the "First Option"), except for (the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal TermSecond Option”), commencing on and (the day immediately following “Third Option”) from the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date expiration of the Renewal Term in questionoriginal term of this Lease or the First Option or the Second Option whichever the case may be, save and except that:
a) provided that this Lease shall not have been sooner terminated pursuant to the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in questionterms hereof. To be effective, the option to renew must be exercised by Tenant hereby renouncing by notice delivered to all legal warranties related thereto; the Landlord having no work or mailed to perform in the PremisesLandlord by certified mail, postage prepaid and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, return receipt requested at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth least six (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (126) months prior to the expiry date expiration of the then current Termoriginal term or the First Option or the Second Option, whichever the case may be of Tenant’s decision to renew this Lease. If Tenant fails to validly exercise an Option to RenewDuring the First Option, the Second Option, or the Third Option of this Lease the rights and obligations of Landlord and Tenant shall be deemedgoverned by the same terms, for all legal purposes, covenants and conditions applicable to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of original term except only that (i) no further effectoption to renew shall apply after the Third Option, (ii) the Fixed Rent during the First Option, the Second Option, and the Third Option shall be increased in accordance with the schedule above in Section 4.2.
6.2 The right of Tenant to renew the term of this Lease shall terminate be subject to the condition that, both at the expiry date time of exercise of the then current Term, without any rights or recourses whatsoever right and at the commencement of the First Option, the Second Option, and the Third Option, whichever the case may be, Tenant against shall not remain in material default of any of its obligations under this Lease after receipt of written notice and time to cure, if any, as required herein. In the event that Tenant does not exercise its right to renew the term of this Lease as provided in this Article, then Landlord related theretoshall have the right during the remainder of the original term of this lease or respective option periods, which ever the case may be, to advertise the availability of the Premises for reletting, to erect upon the Premises signs indicating such availability, and to enter upon and show the Premises to prospective tenants at reasonable times and after twenty-four (24) hours’ notice to Tenant of such showing.
Appears in 1 contract
Samples: Lease Agreement (Miscor Group, Ltd.)
OPTION TO RENEW. Subject In addition to the Original Term set forth in Paragraph 1.3 ("Term") of this Lease, and subject to the provisions of Section 5 Paragraph 39 ("Options") of this Schedule “A”, provided Lease:
(a) Lessee is given the Lease is in full force and effect, and further provided option to extend the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default term of executing its obligations under the this Lease, on all the Tenant shall have five (5) options to renew the provisions contained in this Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be amount of Base Rent, for a period single additional term of five two (52) years minus one (1the "extended term") day (each a “Renewal Term”), commencing on the day immediately following the expiry date expiration of the then current Term. Each Renewal Original Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the this Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renewdelivering unequivocal, the Tenant shall provide to the Landlord a prior written notice of its Lessee's exercise thereof of this option (the “Notice of Renewal”"option notice") to be received by the Landlord no earlier Lessor at least six (6) months but not more than twelve (12) months prior to the expiry Expiration Date of the Original Term of this Lease, provided, -------- however, that if Lessee is in default of any provisions of this Lease on the ------- date of giving the option notice, the option notice shall be entirely ineffective, and if Lessee is in default of any provision of this Lease on the date the extended term is to commence, the extended term shall not commence and this Lease shall expire at the end of the Original Term of this Lease.
(b) Base Rent for the first twelve months of the extended term shall be the then current Termfair market rental value of the Premises, which sum shall be determined in the following manner: The parties shall have thirty (30) days after Lessor receives the option notice in which to agree on the Base Rent for the first twelve months of the extended term of the Lease. If Tenant fails the parties agree on the Base Rent for the first twelve (12) months of the extended term, they shall promptly execute an amendment to validly exercise this Lease identifying the Base Rent for such period which shall become effective upon the commencement of the extended term.
(c) If the parties are unable to agree on the Base Rent for the first twelve (12) months of the extended term of this Lease within ten (10) days after expiration of the thirty (30) day period referenced in subsection (b), above, then either party, at its cost and by giving written notice to the other party, shall appoint a real estate appraiser with at least five (5) years' full-time commercial appraisal experience in the area in which the Premises are located to appraise and set the Base Rent for the first twelve (12) months of the extended term. If a party does not appoint an Option to Renewappraiser (by giving the other party written notice of such appointment) within ten (10) days after the other party has given written notice of the name of its appraiser, the Tenant single appraiser appointed shall be deemedthe sole appraiser and shall set the Monthly Base Rent for the first twelve (12) months of the extended term. If the two appraisers are appointed by the parties as stated in this paragraph, they shall meet promptly and attempt to set the Monthly Base Rent for all legal purposesthe first twelve (12) months of the extended term. If they are unable to agree within fifteen (15) days after the second appraiser has been appointed, they shall attempt to have renounced elect a third appraiser meeting the qualifications stated in this paragraph within ten (10) days after the last day the two appraisers are given to exercise all Options set the Base Rent. If they are unable to Renew agree on a third appraiser, either of the parties to this Lease by giving five (5) days' notice to the other party may file a petition with the American Arbitration Association ("AAA") solely for the purpose of having the AAA select a third appraiser who meets the qualifications stated in this paragraph. Each party shall bear half the cost of the AAA appointing the third appraiser and of paying the third appraiser's fees and expenses. The third appraiser, however selected, shall be a person who has not previously acted in any capacity for either party. Within fifteen (15) days after the selection of the third appraiser, a majority of the appraisers shall set the Base Rent for the first twelve (12) months of the extended term. If a majority of the appraisers are unable to set the Base Rent for the first twelve (12) months of the extended term of the Lease within the stipulated period of time, the three appraisers shall be added together and their total divided by three; the resulting quotient, subject to the reduction referenced below, shall be the Base Rent for the Premises during the first twelve (12) months of the extended term of the Lease.
(d) In setting the Base Rent for the first twelve (12) months of the extended term the appraiser or appraisers, as the case may be, shall consider the use to which have not yet the Premises are restricted under this Lease.
(e) After the Base Rent for the first twelve (12) months of the extended term has been exerciseddetermined, the appraiser or appraisers shall immediately notify the parties and these Options the amount so determined shall become the Base Rent and shall be effective as of the date of commencement of the extended term, provided, however, that under no circumstances, shall the Monthly Base Rent -------- ------- during the first twelve (12) months of the extended term be less than one hundred and three percent (103%) of the Base Rent during the final month of the Original Term of this Lease.
(f) The new Base Rent shall be subject to Renew together annual CPI increases calculated in accordance with the provisions of Paragraph 49 of this Section Lease commencing at the end of the first twelve months of the extended term.
(g) The option granted to Lessee under this Paragraph 50 shall ipso facto become be voidable, at the option of Lessor, in the event that either the Building in which the Premises is located is sold to a third party prior to the expiration of the Original Term of this Lease, or in the event that the Lessor enters into a binding contract to sell the Building in which the Premises is located to a third party prior to the expiration of the Original Term of this Lease. Upon either such occurrence, Lessor shall promptly give written notice to Lessee of such fact and of Lessor's election to declare this option void. Upon receipt by Lessee of any such notice, this option and all of Lessee's rights under this option shall be rendered null and void and of no further force or effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.
Appears in 1 contract
Samples: Standard Industrial/Commercial Multi Tenant Lease (Razorfish Inc)
OPTION TO RENEW. Subject (a) The Landlord hereby grants to the provisions of Section 5 of this Schedule “A”Tenant, provided the Lease is in full force and effect, and further provided so long as the Tenant is STRONG/MDI SCREEN SYSTEMSWithout Default, INC. itself personallythe right and option to renew the Initial Term of this Lease, has upon its then existing terms and conditions, except as set forth herein, for one (1) additional term to be agreed upon, but in any event for at least five (5) years and no greater than ten (10) years (the “Renewal Term”).
(b) The Tenant shall give the Landlord written notice (the “Renewal Notice”) of the Tenant’s election to exercise the renewal option for the Renewal Term by written notice to the Landlord received by the Landlord not assigned more than four hundred fifty (450) days and not less than three hundred sixty-five (365) days prior to the expiration of the Initial Term.
(c) In the event that the Tenant fails to be Without Default under this Lease upon the commencement of the Renewal Term, the Renewal Term shall be immediately cancelled, unless the Landlord elects to waive such default, and the Tenant shall forthwith deliver possession of the Premises to the Landlord as of the expiration date or the subleased earlier termination of the Premises, or a portion thereof, and is not then in default current Term of executing its obligations under the this Lease.
(d) Upon any renewal of this Lease, the Tenant shall be deemed to have accepted the Premises in “as is” condition as of the commencement of the Renewal Term, subject to any other repair and maintenance obligations of the Landlord under this Lease, it being understood and agreed that the Landlord shall have no obligation to renovate or remodel the Premises or any portion of the Building as a result of the Tenant’s renewal of this Lease, except as otherwise included as part of the Market Rate determination set forth in Section 3.03(e) below and included in a written amendment to this Lease.
(e) The covenants and conditions of this Lease in force during the Initial Term of this Lease shall continue to be in effect during any Renewal Term, except that the Rent Commencement Date for the purposes of this Lease shall be the first day of the Renewal Term, and the Base Rent for the first year of the Renewal Term shall be ninety-five percent (595%) options of the then prevailing Market Rate for rents for the tenants of office space in excess of one hundred thousand (100,000) square feet of Rentable Area comparable to renew the Lease (collectivelyPremises in downtown Jacksonville, Florida. For purposes of this Lease, the “Options Market Rate shall be determined as follows:
(i) Depending on the term of the renewal desired by the Tenant, the Landlord shall propose to Renew”the Tenant the Market Rate for the Renewal Term within thirty (30) Business Days following the Landlord’s receipt of the Tenant’s Renewal Notice. The Landlord’s proposal of Market Rate shall include its determination of the base rent, the additional rent, parking privileges and terms, the tenant improvement allowances, base year reset, and eachother such terms as are subsumed in the determination for market rents for comparable office tenancies. The Tenant shall have fifteen (15) Business Days following its receipt of the Landlord’s notice within which to advise the Landlord in writing either that (i) the Tenant accepts the Landlord’s proposed Market Rate and renews the Term at such rate or (ii) the Tenant objects to the Landlord’s proposed Market Rate. If no objection is received by the Landlord within such fifteen (15) Business Day period, an “Option then the Tenant shall be deemed to Renew”have elected to exercise its renewal option at the rate and on the terms set forth in Landlord’s notice.
(ii) for If the Premises Tenant’s objection to the Landlord’s proposed Market Rate is timely received by the Landlord, then the Landlord and the Expansion Premises Tenant shall attempt in good faith to agree upon the Market Rate within fifteen (if any15) business days following the date of the Tenant’s objection to the Landlord’s notice. If the Landlord and the Tenant agree upon the Market Rate within such fifteen (15) business day period, then the Market Rate shall be the agreed upon base rent rate.
(iii) If the Landlord and the Tenant are unable to agree on the Market Rate within the fifteen (15) business day period described in the preceding subparagraph (after timely notice of the Tenant’s objection to the Landlord’s proposed Market Rate), then the Market Rate shall be determined by appraisal as set forth herein. The Landlord and the Tenant shall attempt to agree on a single M.A.I. appraiser. Each appraiser [whether one (1) or three (3)] shall be a disinterested licensed appraiser expert in the downtown market of Jacksonville, Florida who, as his/her primary livelihood, has been active in the valuation of commercial properties in this market for further periods of no less than five (5) years eachand who has not previously represented either party or any related party and no such appraiser shall have a conflict of interest. If the Landlord and the Tenant shall fail to agree on the choice of a single appraiser within ten (10) business days after demand by either party, except for the fifth (5th) and final Option to Renew which then each shall be for a period of select an appraiser within five (5) years minus business days after the expiration of the prior ten (10) day period. If either the Landlord or the Tenant fail to appoint an appraiser, then the appraiser selected by the other party shall select the second appraiser within five (5) business days following the expiration of the applicable five (5) day period referred to hereinabove. The two (2) appraisers thus selected shall select, within ten (10) business days after their appointment, a third appraiser. If the two (2) appraisers so selected shall be unable to agree on the selection of a third appraiser, then either appraiser, on behalf of both, shall request such appointment by the American Institute of Real Estate Appraisers, herein referred to as the “Institute” (or any successor association or body of comparable standing if the Institute is not then in existence). Each appraiser shall be a member in good standing of the Institute and hold the highest general designation of membership therein.
(iv) The Market Rate shall be determined by the appraisers [whether one (1) day or three (each a “Renewal Term”3), commencing on the day immediately following the expiry date ] based upon customary and usual appraisal techniques of expert appraisers as of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the scheduled commencement date of the Renewal Term, commencing on said commencement date, by two percent . The appraiser [if one (2%1). In order to validly exercise its Option to Renew, ] or each of the Tenant appraisers [if three (3)] shall provide prepare a written report of his/her determination of the Market Rate and deliver a copy to the Landlord a prior written notice and the Tenant within thirty (30) days of its exercise thereof the selection of the appraiser if only one (1) appraiser is used, or within forty-five (45) days of the “Notice selection of Renewal”the third appraiser if three (3) appraisers are used. The Market Rate for purposes of this Lease shall equal the rental rate established by the one (1) appraiser if only one (1) appraiser is used, or the average of the proposed rental rates established by each appraiser if three (3) appraisers are used.
(v) If the appraisal process described hereinabove is used to determine the Market Rate, then the reasonable fees and expenses of the appraisers shall be received shared equally by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoTenant.
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the A. Provided Tenant is STRONG/MDI SCREEN SYSTEMSnot in Default at the time Tenant delivers a Renewal Notice (defined below) or as of the commencement of the applicable Renewal Term (defined below), INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five two (52) options to renew the Lease (collectively, the “Options to Renew”, and each, an a “Option to RenewRenewal Option”) the Term of this Lease for the Premises and the Expansion Premises (if any), for further periods a term of five (5) years each (each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on for the day immediately following the expiry date portion of the then current Term. Each Premises being leased by Tenant as of the date the Renewal Term shall be is to commence, on the same terms and conditions set forth in this Lease, except as are contained in modified by the Lease existing on terms, covenants and conditions as set forth below:
1. If Tenant elects to exercise the applicable Renewal Option, then Tenant shall provide Landlord with written notice no earlier than the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
awhich is fifteen months (15) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications prior to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year expiration of the then current Term increased, on a cumulative basis, on each anniversary of this Lease but no later than the date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than which is twelve (12) months prior to the expiry expiration of the then current Term of this Lease (the “Renewal Notice”). If Tenant fails to provide such notice, Tenant shall have no further right to extend or renew the Term of this Lease.
2. The Base Rent in effect (i) during the first Renewal Term shall be 95% of the Prevailing Market Rate (defined below), and (ii) during the second Renewal Term, if any, shall be 100% of the Prevailing Market Rate. Without triggering the exercise by Tenant of the Renewal Option and not more than once, Tenant, may also request and Landlord shall provide (within thirty (30) days after receipt of Tenant’s written request therefor), for informational purposes only, Landlord’s good faith estimate, as of the date of Tenant’s request, of the Base Rent applicable to the Renewal Term; provided, however, that such good faith estimate shall not be binding on Landlord and the Base Rent applicable to the Renewal Term shall be determined as set forth in this Section 36 at the time that Tenant actually exercises its Renewal Option in accordance with this Section. Said request for the new Base Rent (including any request made pursuant to the immediately preceding sentence) shall be made no earlier than thirty (30) days prior to the first date on which Tenant may exercise its Renewal Option under this Section 36.
(a) Landlord shall advise Tenant of Landlord’s good faith determination of the new Base Rent for the Premises no later than thirty (30) days after Tenant’s delivery of a Renewal Notice. If Tenant disagrees with Landlord’s determination, Tenant may notify Landlord, and, thereafter, the parties shall, in good faith, negotiate in an attempt to reach agreement upon the applicable Base Rent for the Premises for the applicable Renewal Term. If, however, Tenant and Landlord are unable to agree on the Base Rent rate for a Renewal Term not later than sixty (60) days prior to the expiration of the then current Term, then Landlord and Tenant, within five (5) days after such date, shall each simultaneously submit to the other, in a sealed envelope, its good faith estimate of the Prevailing Market Rate for the Premises during the Renewal Term (collectively referred to as the “Estimates”). If the higher of such Estimates is not more than 105% of the lower of such Estimates, then the Prevailing Market rate shall be the average of the two Estimates. If the Prevailing Market rate is not established by the exchange of Estimates, then, within seven (7) days after the exchange of Estimates, Landlord and Tenant shall each select an appraiser to determine which of the two Estimates most closely reflects the Prevailing Market rate for the Premises during the Renewal Term. Each appraiser so selected shall be certified as an MAI appraiser or as an ASA appraiser and shall have had at least five (5) years experience within the previous ten (10) years as a real estate appraiser working in the San Mateo/Xxxxxx City/Redwood Shores, California area, with working knowledge of current rental rates and practices. For purposes hereof, an “MAI” appraiser means an individual who holds an MAI designation conferred by, and is an independent member of, the American Institute of Real Estate Appraisers (or its successor organization, or in the event there is no successor organization, the organization and designation most similar), and an “ASA” appraiser means an individual who holds the Senior Member designation conferred by, and is an independent member of, the American Society of Appraisers (or its successor organization, or, in the event there is no successor organization, the organization and designation most similar).
(b) Upon selection, Landlord’s and Tenant’s appraisers shall work together in good faith to agree upon which of the two Estimates most closely reflects the Prevailing Market Rate for the Premises. The Estimate chosen by such appraisers shall be binding on both Landlord and Tenant. If either Landlord or Tenant fails to appoint an appraiser within the seven (7) day period referred to above, the appraiser appointed by the other party shall be the sole appraiser for the purposes hereof. If the two appraisers cannot agree upon which of the two Estimates most closely reflects the Prevailing Market Rate within twenty (20) days after their appointment, then, within ten (10) days after the expiration of such twenty (20) day period, the two appraisers shall select a third appraiser meeting the aforementioned criteria. Once the third appraiser (i.e., the arbitrator) has been selected as provided for above, then, as soon thereafter as practicable but in any case within fourteen (14) days, the arbitrator shall make his or her determination of which of the two Estimates most closely reflects the Prevailing Market Rate and such Estimate shall be binding on both Landlord and Tenant as the Prevailing Market Rate for the Premises. If the arbitrator believes that expert advice would materially assist him or her, he or she may retain one or more qualified persons to provide such expert advice. The parties shall share equally in the costs of the arbitrator and of any experts retained by the arbitrator. Any fees of any appraiser, counsel or experts engaged directly by Landlord or Tenant, however, shall be borne by the party retaining such appraiser, counsel or expert.
(c) If the Prevailing Market Rate has not been determined by the commencement date of the applicable Renewal Term, Tenant shall pay Base Rent upon the terms and conditions in effect during the last month of the then current Term until such time as the Prevailing Market Rate has been determined. Upon such determination, the Base Rent for the Premises shall be retroactively adjusted to the commencement of such Renewal Term.
B. This Renewal Option is not transferable; the parties hereto acknowledge and agree that they intend that the aforesaid option to renew this Lease shall be “personal” to Tenant as set forth above and that in no event will any assignee (other than a Permitted Transferee) or sublessee have any rights to exercise this Renewal Option.
C. If Tenant fails to validly exercise an Option to Renewthe first Renewal Option, the Tenant shall be deemedhave no further right extend the Term of this Lease. In addition, if both Renewal Options are validly exercised or if Tenant fails to validly exercise the second Renewal Option, Tenant shall have no further right to extend the term of this Lease.
D. For purposes of the Renewal Option, “Prevailing Market Rate” shall mean the arms’ length fair market annual rental rate per rentable square foot under new leases entered into on or about the date on which the Prevailing Market Rate being determined hereunder for all legal purposesspace comparable to the Premises in the Building and buildings comparable to the Building in the San Mateo/Xxxxxx City/Redwood Shores, California area as of the date the Renewal Term is to have renounced to exercise all Options to Renew which have not yet been exercisedcommence, and these Options to Renew together with taking into account the specific provisions of this Section shall ipso facto become null and void and of no further effectLease which will remain constant, and including, without limitation, that the Lease shall terminate continue to provide that there shall be no additional rent or charge for parking during the Renewal Term. The determination of Prevailing Market shall take into account any material economic differences between the terms of this Lease and any comparison lease or amendment, such as rent abatements, construction costs (but disregarding any core and shell modifications or tenant improvements that are above-standard office improvements paid for by Tenant) and other concessions and the manner, if any, in which the landlord under any such lease is reimbursed for operating expenses and taxes, as well as relevant information contained in leases being entered into in the applicable geographic area at the expiry date time that Prevailing Market is being determined pursuant to the terms of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretothis Lease.
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”Pzena Investment Management, provided the Lease is in full force and effectLLC only, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMSas Tenant, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options the one-time right, at its option, to renew the Lease Original Lease, as amended by this Amendment (collectively, the “Options to RenewRenewal Option”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods all of the 20th/21st Floor Space only, for a renewal term (“Renewal Term”) of five (5) years each, except for the fifth years. The Renewal Term shall commence (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal TermTerm Commencement Date”), commencing ) on the day immediately following the expiry date of the then current Term. Each Renewal Term 20th/21st Floor Space Expiration Date and shall be terminate on the same terms and conditions as are contained in the Lease existing on the date day immediately preceding the commencement date fifth anniversary of the Renewal Term in question, save and except that:
a) the Commencement Date. Tenant shall accept exercise the Premises option described herein by giving Landlord written notice of such election to renew (“Renewal Notice”) not later than the day which is eighteen months prior to the 20th/21st Floor Space Expiration Date, and upon the Expansion Premises (if any) “giving of such notice the Original Lease, as is”amended by this Amendment, in their state and condition existing on as respects the commencement date of 20th/21st Floor Space only, shall thereupon be deemed renewed for the Renewal Term in question, with the Tenant hereby renouncing to all legal warranties related thereto; same force and effect as if the Landlord having no work to perform Renewal Term had originally been included in the Premisesterm of the Original Lease, and all improvementsas amended by this Amendment, additions or modifications as respects 20th/21st Floor Space. Time is of the essence with respect to Tenant’s Renewal Notice. The right of Tenant to renew the Premises that may be required Original Lease, as amended by this Amendment, as respects the 20th/21st Floor Space shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
bconditioned upon (i) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive Event of whatsoever nature;
c) there shall be no further extension Default at the time of the Term or renewal Renewal Notice and as of the Lease beyond the fifth Renewal Term Commencement Date, (5th) Renewal Term, and the Options to Renew shall not apply anew; and
dii) the Base Rent payable for original Tenant named herein and its Affiliates occupying, in the Premises aggregate, not less than ninety percent (excluding the Expansion Premises, if any, for which no Base Rent is payable90%) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date rentable square footage of the commencement 20th/21st Floor Space as of the date of the Renewal TermNotice and the Renewal Term Commencement Date, commencing on said commencement dateand (iii) the Original Lease, as amended by two percent (2%). In order to validly exercise its Option to Renewthis Amendment, being in full force and effect at the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date time of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, of such option and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date as of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoRenewal Term Commencement Date.
Appears in 1 contract
Samples: Lease Agreement (Pzena Investment Management, Inc.)
OPTION TO RENEW. Subject (a) Landlord hereby grants to Tenant one (1) option (the provisions of Section 5 "Option") to extend the term of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, for an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a additional period of five (5) years minus one (the "Option Term"), all on the following terms and conditions:
(1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall The Option must be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premisesexercised, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement dateat all, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof irrevocably exercising the Option (the “Notice of Renewal”"Option Notice") delivered by Tenant to be received by the Landlord no earlier not later than twelve (12) months prior to the expiry Term Expiration Date. Further, the Option shall not be deemed to be properly exercised if, as of the date of the Option Notice or at the Term Expiration Date, (i) Tenant is in default under this Lease, (ii) Tenant has assigned this Lease or its interest therein (other than to an affiliate, parent or subsidiary of Tenant) or in connection with a permitted merger or acquisition, or (iii) Tenant, or Tenant's affiliate, parent or subsidiary, is in possession of less than fifty percent (50%) of the square footage of the Leased Premises. Provided Tenant has properly and timely exercised the Option, the term of this Lease shall be extended for the period of the Option Term, and all terms, covenants and conditions of this Lease shall remain unmodified and in full force and effect, except that the Base Rent shall be modified as set forth in SECTION 8.01(a)(2) below.
(2) The Base Rent payable for the Option Term shall be the greater of (i) the Base Rent payable on the Term Expiration Date, or (ii) the then-current rental rate per rentable square foot (as further defined below, "FMRR") being agreed to in new leases by the Landlord and other landlords of buildings in the San Francisco, California area which are comparable in quality, location and prestige to the Building ("Comparable Buildings") and tenants leasing space in the Building or Comparable Buildings. As used herein, "FMRR" shall mean the rental rate per rentable square foot for which Landlord and/or other landlords are entering into new leases within the time period of fifteen (15) to twelve (12) months prior to the Term Expiration Date ("Market Determination Period"), with new tenants leasing from Landlord and other landlords office space in the Building and/or Comparable Buildings ("Comparative Transactions"). To the extent such other Comparable Buildings have historically received lower or higher rents from the rents in the Building, then current Termfor the purpose of arriving at the FMRR, such rates when used to establish the FMRR in the Building shall be increased or decreased as appropriate to reflect such historical differences. Landlord shall provide its determination of the FMRR to Tenant within twenty (20) days after Landlord receives the Option Notice. Tenant shall have fifteen (15) days ("Tenant's Review Period") after receipt of Landlord's notice of the FMRR within which to accept such FMRR or to reasonably object thereto in writing. In the event Tenant objects to the FMRR submitted by Landlord, Landlord and Xxxxxx shall attempt to agree upon such FMRR. If Landlord and Tenant fails fail to validly exercise an Option reach agreement on such FMRR within fifteen (15) days following the expiration of Tenant's Review Period (the "Outside Agreement Date"), then each party shall place in a separate sealed envelope its final proposal as to Renew, the Tenant FMRR and such determination shall be deemed, for all legal purposes, submitted to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together arbitration in accordance with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretosubparagraph 8.01(b) below.
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions Provided no uncured Event of Section 5 of this Schedule “A”, provided the Lease is in full force Default exists and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMSoccupying the entire Premises at the time of such election, INC. itself personally, has not assigned the Tenant may renew this Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further one additional periods of five (5) years eachthree years, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date by delivering written notice of the then current exercise thereof to Landlord not earlier than 12 months nor later than 9 months before the expiration of the Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding On or before the commencement date of the Renewal extended Term in question, save Landlord and Tenant shall execute an amendment to this Lease extending the Term on the same terms provided in this Lease, except thatas follows:
(a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the The Base Rent payable for each year during the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal extended Term shall be upon the Base Rent payable during following schedule:. Year 1: $318,338.16 Year 2: $331,071.72 Year 3: $344,314.56
(b) Tenant shall have no further renewal options unless expressly granted by Landlord in writing; and Initials: Landlord_________ Tenant__________ THIRD AMENDMENT TO LEASE AGREEMENT BETWEEN REGENT HOLDING CORPORATION, A FLORIDA CORPORATION ("LANDLORD") AND DALEXX XXXHNOLOGIES, INC., A DELAWARE CORPORATION ("TENANT"), FOR PREMISES LOCATED AT 902 XXXXX XXXXX XXXX, SUITE 226, BOCA RATON, FLORIDA 33487 (continued)
(c) Landlord shall lease to Tenant the last year Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements.
(d) Tenant's rights under this paragraph 5 shall terminate if (1) this Lease or Tenant's right to possession of the then current Term increasedPremises is terminated, on a cumulative basis, on each anniversary date (2) Tenant assigns any of its interest in this Lease (other than an assignment which does not require Landlord's consent as per Paragraph 7 (b) of this Third Amendment) or sublets more than 49% of the commencement date of the Renewal Term, commencing on said commencement date, by two percent Premises or (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”3) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly timely exercise an Option to Renewits option under this Third Amendment, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date time being of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoessence with respect to Tenant's exercise thereof.
Appears in 1 contract
OPTION TO RENEW. Subject to (a) As of the provisions of Section 5 of this Schedule “A”Effective Date, provided the Lease is in full force Tenant acknowledges and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options represents that Tenant's option to renew the Lease provided in Section 31.16 of the Lease has been superseded by this Amendment and is of no further force and effect. ,Notwithstanding the foregoing, provided no Event of Default has occurred and is continuing under the Lease at the time same is exercised, Tenant shall have a single option to renew the initial Term of the Lease (collectivelyas amended by this Amendment) (hereinafter in this Section 9, the “Options to Renew”, and each, an “Option to Renew”"Original Term") for the Premises and the Expansion Premises (if any), for further periods one additional term of five (5) years each, except for (the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “"Renewal Term”"). Such Renewal Term, commencing if exercised, would start on the day immediately following the expiry date of the then current TermDecember 1, 2008, and end on November 30, 2013. Each Renewal Term shall Such extension would be on the same terms and conditions as are contained set forth in (and are last applicable under) the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question(as amended by this Amendment), save and except that:
a, during such Renewal Term: (i) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date Tenant's annual rate of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required Fixed Rent shall be performed by the Tenant, at its cost, as provided in compliance with the provisions of the Lease;
Section 9 (b) immediately following; (ii) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period fit-up or construction or other incentive of whatsoever nature;
cwork or allowance or concessions relating to preparing the Premises for Tenant's occupancy; (iii) there shall be no initial free Fixed Rent and Escalation Rent abatement period; and (iv) there shall be no further extension option to renew., The exercise of such option to renew the Lease must be accomplished as follows: not later than the date which is nine (9) months prior to the last day of the Original Term (time being of the essence), Tenant, if it wishes to exercise such option, must notify Landlord in writing that Tenant elects to renew for such 5-year Renewal Term, or renewal be deemed to have waived Tenant's option to renew. Notwithstanding anything to the contrary contained in the Lease (as amended by this Amendment): (A) Tenant's option to renew shall apply only with respect to the entire Premises as then constituted, and not to a portion or portions of the Premises as then constituted; (3) if Tenant fails to properly and timely exercise its option to renew hereunder, said option shall be null and void; (C) Tenant's option to renew shall be limited to Initial Tenant (or any Affiliate of Initial Tenant succeeding to Initial Tenant's interest hereunder pursuant to the terms of the Lease beyond or any successor to Initial Tenant's interest in this Lease by bona- fide merger or acquisition) only, and shall not be transferred or assigned to any other party; and (D) Tenant must be in occupancy of the fifth entire Premises, as then constituted under the Lease (5thas amended by this Amendment), at the time of the exercise of such option.
(b) The annual Fixed Rent for the Renewal Term provided above shall be ninety-five percent (95%) of the annual "Fair Rental Value of the Premises" determined as follows: Upon Landlord's receipt of Tenant's timely notice of Tenant's election to renew and commencing on the start of the calendar month which is eight (8) months before the end of the Original Term, Landlord and Tenant shall have a period of fifteen (15) days within which to enter a written agreement fixing the Options Fixed Rent for the Renewal Tex ni at ninety-five percent (95%) of the then Fair Rental Value of the Premises, which Fair Rental Value shall be based on the annual fair rental value for comparable, first-class commercial office space (including any available in the Building) on comparable terms and conditions in the Connecticut towns of Shelton, Trumbull, Stratford and Milford, as of such applicable date. If the parties agree in writing to Renew shall not apply anew; and
d) the Base Fixed Rent payable for the Premises for the Renewal Term within such fifteen (excluding 15) day period, then the Expansion Premises, if any, Fixed Rent for which no Base Rent is payable) during each the Renewal Term shall be governed by such agreement. If the Base parties are unable to so agree on the Fixed Rent payable during for the last year Renewal Term, then such figure shall be determined as follows: Each party shall, within ten (10) days after the expiration of such fifteen (15) day period, appoint a reputable, independent, commercial MAI appraiser, commercial real estate broker or commercial real estate consultant, which, as to any such selected party, has had not less than ten (10) years' experience appraising and/or leasing comparable, first-class commercial properties in the Connecticut towns of Shelton, Trumbull, Stratford and Milford (an "Advisor"). On the failure of either party to appoint such Advisor within ten (10) days after notification of the appointment by the other party, the person appointed as an Advisor shall appoint an Advisor to represent the party who has not so appointed an Advisor. The two (2) Advisors appointed in either manner above provided shall then current Term increased, on a cumulative basis, on each anniversary date proceed to act to determine such figure equaling ninety-five percent (95%) of such Fair Rental Value of the Premises as of the such applicable date, in accordance with the above definition. In the event of their inability to reach an agreement between them within ten (10) days, they shall, within ten (10) days thereafter, appoint a third similarly qualified Advisor who has had not less than ten (10) years' experience appraising comparable, first-class commercial properties in the Connecticut towns of Shelton, Trumbull, Stratford and Milford. If the three (3) Advisors are then unable to reach an agreement within ten (10) days thereafter, the decision of a majority of them shall determine such figure equaling ninety-five percent (95%) of such Fair Rental Value of the Premises, in accordance with the above definition (which majority decision shall be made by the third Advisor picking one of the two such submitted figures by the other Advisor(s)). The final decision of the Advisors shall be delivered to the parties in writing not later than six (6) months before the expiration of the Original Term (the "Decision Date"), time being of the essence. Landlord and Tenant agree to each pay one-half (1/2) of the expenses and reasonable fees of the Advisors and to be bound by their final decision.
(c) If for any reason by the commencement date of the Renewal Term, commencing on said commencement datethe Fixed Rent for such period shall not have been finally determined, by two percent (2%)Tenant shall, until such determination, continue to pay the Fixed Rent at the then annual rate of $228,871.35. In order to validly exercise its Option to RenewUpon such final determination, Tenant shall thereafter pay such Fixed Rent for a rate which is based upon the Fixed Rent for the Renewal Term as so determined and shall pay Landlord the balance, if any, which shall be owing for the period preceding such determination. If upon final determination of such Fixed Rent rate, it shall be that Tenant overpaid Fixed Rent for the period of time preceding such determination, Landlord shall pay Tenant the difference, Whenever the Fixed Rent for the Renewal Term shall have been determined, the Tenant parties hereto, on request of either of them, shall provide enter into a stipulation with respect to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date amount of the then current Term. If Tenant fails to validly exercise an Option to Renew, Fixed Rent for the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.Renewal Tenn.
Appears in 1 contract
Samples: Premises Relocation and Lease Amendment Agreement (National Patent Development Corp)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided 45.1 Provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default pur-suant to the terms and conditions of executing its obligations under the Leasethis lease, the Tenant shall have is hereby given the right and privilege to renew the within lease for two (2) successive five (5) options year periods, to renew commence at the Lease (collectivelyend of the initial term of this lease, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which renewals shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on upon the same terms and conditions as are contained in this lease contained, except as follows:
(1) During the first five (5) year renewal period, Tenant shall pay Base Rent in the Lease existing on the date immediately preceding the commencement date amount of the Renewal Term in question, save and except that:
aSIX HUNDRED EIGHTY THOUSAND SEVEN HUNDRED EIGHTY THREE AND 25/100 ($680,783.25) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”DOLLARS per annum, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform equal installments in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its costsum of FIFTY SIX THOUSAND SEVEN HUNDRED THIRTY ONE AND 94/100 ($56,731.94) DOLLARS per month, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anewsame manner as required by Article 3 hereof; and
d(2) During the second five (5) year renewal period, Tenant shall pay Base Rent payable for in the Premises amount of SEVEN HUNDRED EIGHTY TWO THOUSAND ONE HUNDRED SEVENTY SIX AND 50/100 (excluding $782,176.50) DOLLARS per annum, in equal installments in the Expansion Premisessum of SIXTY FIVE THOUSAND ONE HUNDRED EIGHTY ONE AND 38/100 ($65,181.38) DOLLARS per month, if anyin the same manner as required by Article 3 hereof.
45.2 The right, for option, and privilege of the Tenant to renew this lease as hereinabove set forth is expressly conditioned upon the Tenant delivering to the Land-lord, in writing, by certified mail, return receipt requested, twelve (12) months' prior notice of its intention to renew, which no Base Rent is payable) during each Renewal Term notice shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide given to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord Tenant no earlier later than twelve (12) months prior to the expiry date fixed for termination of the then current Term. If Tenant fails original term of this lease.
45.3 The obligation to validly exercise an Option to Renew, pay the Tenant Base Rent as hereinabove provided shall be deemed, for in addition to the obligation to pay all legal purposes, additional rent and all applicable tax escalations and cost escalations of Operational Services as required pursuant to have renounced to exercise all Options to Renew which have not yet been exercised, the terms and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date conditions of the then current Term, without any rights or recourses whatsoever within lease computed from the initial Commencement Date of the Tenant against the Landlord related theretowithin lease as applicable.
Appears in 1 contract
Samples: Lease Agreement (Lifecell Corp)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided Provided that the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased in occupancy of the Premises, or a portion thereof, and the Tenant is not then in default and has not been in habitual default under this Lease and the Tenant gives the Landlord not less than nine months’ written notice prior to the expiry of executing the Term, or the applicable Renewal Term, of its obligations under the intention to renew this Lease, then the Tenant shall will have five (5) options the option to renew the this Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for two further periods terms of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day each (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on ) upon the same terms and conditions as are contained set out in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in questionthis Lease, save and except that:
(a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall will be no further extension right to renew this Lease after the expiry of the Term or renewal of the Lease beyond the fifth (5th) second Renewal Term, and ;
(b) Annual Basic Rent will be the Options to Renew shall not apply anew; and
d) then fair market rent which could reasonably be obtained by the Base Rent payable Landlord for the Premises (excluding including the Expansion value of any fixtures and improvements in the Premises) minus fifteen percent (15%) as consideration for the Tenant’s construction and ownership of the Building, if any, for which no Base provided that the Annual Basic Rent is payable) payable during each Renewal Term shall will not be less than the Base Annual Basic Rent payable during by the Tenant in the last year of the then current Term increasedor Renewal Term, as applicable. If the Landlord and the Tenant have not mutually agreed on a cumulative basis, on each anniversary date the amount of such Annual Basic Rent prior to the commencement date of the Renewal Term, commencing on said commencement date, then such Annual Basic Rent will be decided by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide binding arbitration pursuant to the Landlord a prior written notice Arbitration Act (British Columbia), with the costs of its exercise thereof (the “Notice of Renewal”) to be received by such arbitration split equally between the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at Tenant; and
(c) any incentive or inducement, including any free or reduced rent periods, or any requirement on the expiry date of the then current Landlord’s part to do any Landlord’s work in connection with this Lease, will not apply to any Renewal Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.
Appears in 1 contract
Samples: Industrial Lease
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, (i) Provided Lessor has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five previously given Lessee more than Five (5) options notices under paragraph 23(P) hereof, during the term, and Lessee is not in default under the terms of this Lease at the end of the original term hereof, Lessee shall have the right and privilege at its election to renew the term of this Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for a further periods period of five Five (5) years each, except for to commence upon expiration of the fifth original term hereof (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “"First Renewal Term”"), commencing on by giving Lessor written notice of its election to renew at least one hundred eighty (180) days prior to the day immediately following the expiry date expiration of the then current Termoriginal term hereof. Each Renewal Term Such renewal shall be on the same terms and conditions (except for this option to renew which shall be eliminated and except for the rental as are contained is set forth in subparagraph C hereof) as herein provided for in the original term. In the event Lessee does not exercise its first option to renew, then the term of this Lease existing on the date immediately preceding the commencement date of the Renewal Term shall continue in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance accordance with the provisions of the Lease;
bsubparagraph A hereof except for any increase in Minimum Annual Rent as is set forth in subparagraph C hereof and except further if Lessor has given Lessee notice to vacate as provided in subparagraph A hereof, and Lessee's second option to renew set forth in paragraph B(ii) there hereof shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;cancelled without further notice.
c(ii) there shall be no further extension of Provided Lessor has not previously given Lessee more than Five (5) notices under paragraph 23(P) hereof during the Term or renewal of the Lease beyond the fifth (5th) First Renewal Term, and Lessee is not in default under the Options to Renew shall not apply anew; and
d) terms of this Lease at the Base Rent payable for end of the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each First Renewal Term hereof, and Lessee has exercised its first option to renew as set forth in subparagraph B(i) hereof, Lessee shall be have the Base Rent payable during right and privilege at its election to renew the last year term of this Lease for a further period of Five (5) years to commence upon expiration of the then current First Renewal Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement datehereof, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior giving Lessor written notice of its exercise thereof election to renew at least one hundred eighty (the “Notice of Renewal”180) to be received by the Landlord no earlier than twelve (12) months days prior to the expiry date expiration of the then current First Renewal Term hereof. Such renewal shall be on the same terms and conditions (except for this option to renew which shall be eliminated and except for the rental as is set forth in subparagraph C hereof) as herein provided for the First Renewal Term. If Tenant fails In the event Lessee does not exercise its second option to validly exercise an Option to Renewrenew, then the Tenant term of this Lease shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together continue in accordance with the provisions of this Section shall ipso facto become null subparagraph A hereof except for any increase in Minimum Annual Rent as is set forth in subparagraph C hereof and void and of no except further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoif Lessor has given Lessee notice to vacate as provided in subparagraph A hereof.
Appears in 1 contract
Samples: Lease Agreement (Dataram Corp)
OPTION TO RENEW. Subject Tenant is hereby granted an option to renew the Lease pursuant to the provisions following terms and conditions:
(a) Provided that at the time such option is exercised and at the expiration of Section 5 of this Schedule “A”the Term, provided the Lease is in full force and effect, and further provided the (i) Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, (ii) Tenant has not assigned this Lease or sublet the Premises, other than to permitted subleases or assignees as permitted in the Lease, (iii) Tenant shall have five continues to occupy the Premises, (5iv) options Tenant's use is consistent with the general quality of the tenants and uses in the Project, and (v) Tenant remains creditworthy. Tenant is granted one (I) option to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five three (53) years minus one years.
(1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term option period shall be the of (i) ninety (90%) of market rate, with market rate incorporating an increase in Base Rent payable during the last for each year of the then current Term increased, on a cumulative basis, on each anniversary date of option period or (b) the commencement date of Periodic Rent for the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than last twelve (12) months of the Extension Term with three (3%) percent increases each year of the option period, Market rate shall be based upon comparable rates for similar space in the surrounding area.
(c) Tenant shall exercise its option by providing written notice ("Option Notice") of its intent to exercise an option at least one hundred twenty (120) days prior to the expiry then applicable expiration period. Failure to provide timely notice shall render the pending option and further option null and void.
(d) Landlord shall have the right but not the obligation to withdraw and void the option if Tenant is in breach (after applicable notice and opportunity to cure) of this Lease at the time of (i) the Option Notice or (ii) at any between the Option Notice and the date the option period is to commence. Landlord shall provide the notice of its withdrawal of option within ten (10) days after the cure period has expired.
(e) Each party shall provide the other with its opinion of market rate at least ninety (90) days prior to the then applicable expiration period. In the event the parties cannot agree as to market rate, the same shall be determined by binding arbitration with American Arbitration Association, with each party picking an arbitrator and the two (2) chosen arbitrators jointly picking a third arbitrator. Until arbitration is concluded, Base Rent for the time in dispute shall be paid as if Base Rent increased four (4%) percent ("Interim Payments"). Upon final determination of appropriate market rate, the parties shall adjust the Interim Payments accordingly. Additional Rent — Passthrough Expenses shall be paid pursuant to the terms of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoLease.
Appears in 1 contract
OPTION TO RENEW. A. Provided that there does not then exist an outstanding, uncured monetary or material non-monetary Event of Default (as hereinafter defined), Tenant shall have and is hereby granted one option to renew or extend (the “Renewal Option”) the Term for the Renewal Period (hereinafter defined). Subject to the provisions of this Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease5, the Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Renewal Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the exercisable by Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior giving irrevocable written notice of its exercise thereof (the “Notice of RenewalRenewal Notice”) to be received by Landlord of the Landlord no earlier than twelve exercise of such Renewal Option at least four (124) months prior to the expiry expiration of the Term; provided, however, that the Renewal Notice shall be delivered not less than six (6) months prior to the expiration of the Term if Tenant elects a Renewal Period of seven (7) months or longer, time being of the essence with respect to Tenant’s delivery of the Renewal Notice. The Renewal Notice shall specify the length of the Renewal Period (not less than three (3) months and not to exceed twelve (12) months), which notice shall include the date of surrender of the then current Term. If Tenant fails to validly exercise an Option to RenewDemised Premises (the “Renewal Period”).
B. Except as otherwise set forth in Section 5.C. below, all terms and conditions of this Lease shall remain in full force and effect during the Renewal Period; provided, however, during the Renewal Period, Tenant shall pay Annual Base Rent in the amount of Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00) (the “Annual Base Rent”). Annual Base Rent shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercisedpayable in equal monthly installments in the amount of Eight Hundred Seventy Five Thousand and 00/100 Dollars ($875,000.00) (the “Monthly Base Rent”), and these Options otherwise in accordance with Section 4 of this Lease.
C. Notwithstanding anything to Renew together the contrary contained in this Lease, if Tenant exercises the Renewal Option in accordance with the provisions of this Section 5, Tenant shall ipso facto become null surrender to Landlord approximately 40,000 rentable square feet of the Demised Premises, the location of which shall be approximately the area depicted on Exhibit C attached hereto (the “Non-Renewal Premises”), on or before the Scheduled Lease Expiration Date. The Non-Renewal Premises shall be specified in the Renewal Notice and void shall be subject to Landlord’s approval, not to be unreasonably withheld, conditioned or delayed. From and after the Scheduled Lease Expiration Date, Landlord and Tenant shall each be released from any obligations or liabilities arising under this Lease with respect to the Non-Renewal Premises, excepting those provisions that would naturally survive the expiration or earlier termination of no further effect, this Lease. The costs of segregating the Non-Renewal Premises and the Lease remaining Demised Premises shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the be paid one-half (1/2) by Landlord related theretoand one-half (1/2) by Tenant.
Appears in 1 contract
Samples: Lease Agreement (Intelsat S.A.)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the A. Tenant shall have five the right, at its election made in its sole discretion, to extend the Term (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to RenewRenewal Option”) for the Premises and the Expansion Premises additional periods set forth in Section 1.E. (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on provided that each of the day immediately following occurs:
(1) Landlord receives written notice of exercise of the expiry date Renewal Option (the “Renewal Notice”), not less than six (6) full months prior to the expiration of the then current existing Term. Each ; and
(2) There is no Event of Default by Tenant at the time that Tenant delivers the Renewal Notice or at the time Tenant delivers its Binding Notice.
B. The Renewal Term shall be on upon the same terms and conditions as are contained in this Lease except Base Rent shall be the amounts set forth on Exhibit “A” for the first two Renewal Terms, and for all other Renewal Terms shall be at the then Market Rate for the Premises. “Market Rate” for the Premises shall mean the base rent rate (including escalations) that the Premises would be expected to be leased for, for a term commencing on the applicable commencement date and ending on the applicable expiration date, in its then-existing condition, in an arms-length transaction between a willing landlord and tenant in the Lease commercial space market existing on in the date immediately preceding the commencement date vicinity of the Renewal Term in question, save and except that:
aPremises at the time such rate is established. Such determination shall include consideration of (i) the Tenant shall accept the Premises size and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date location of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvementsthe quality of, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Termcondition of, and the Options nature of the improvements in, the Buildings, including without limitation, the necessity to Renew remove such improvements, but shall not apply anewexclude the value of improvements installed by Tenant in such Renewal Premises that are to be removed by Tenant at the expiration of the Term; and
d(ii) other Comparable Buildings to the Buildings; (iii) other comparable leasing transactions in comparable locations in the vicinity of the Premises for new leases (with appropriate adjustments for different size premises and different length terms), and the rents and concessions, allowances and commissions granted along with the other terms of such transactions; and (iv) the financial condition of Tenant, provided, however, that in no event shall the Market Rate be less than the rate of Base Rent payable for in effect at the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year expiration of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal existing Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.
Appears in 1 contract
Samples: Absolute Lease Agreement (First Midwest Bancorp Inc)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and Provided Lessee is not then in default of executing its obligations any of the provisions hereunder and this Lease has not been terminated or canceled under any other provisions hereof, it is agreed that the Lease, the Tenant Lessee shall have the option to extend the original term hereof for one (1) additional and consecutive five (5) options to renew year term commencing with the Lease (collectively, end of the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of original term. The five (5) years eachyear term shall be referred to hereinafter as the extended term. In the even Lessee exercises this option, all terms and conditions of this Lease shall be applicable to the extended term except for the fifth (5th) and final Option to Renew basic rental, which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions adjusted as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%)set forth hereafter. In order the event Lessee wishes to validly exercise its Option to Renewextend the term as set forth above, the Tenant Lessee shall provide to the Landlord a prior give written notice to Lessor of its exercise thereof intent to so extend at least six (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (126) months prior to the expiry date expiration of the then current Termoriginal term. If Tenant fails to validly exercise an Option to Renew, Basic rental for the Tenant extended term shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date rate of One Hundred Ninety Five Thousand Seven Hundred Forty Four and 00/100 Dollars ($195,744.00) annually, payable in equal monthly installments of Sixteen Thousand Three Hundred Twelve and 00/100 Dollars ($16,312.00). [THE TECH CENTER AT SOUTHLAKE MAP] Southlake Tech Center #1 15700 Xxxxxxx Xxxx Xxxxxx, Xxxxxx 00000 [FLOOR PLAN] [FLOOR PLAN] EXHIBIT B1 [SPACE PLAN] 16 [FLOOR PLAN] EXHIBIT B-1.1 [WALL FINISHES] 17 [LEGEND] [FLOOR PLAN] EXHIBIT B-1.2 [ADDITIONAL ELECTRICAL OUTLETS] EXHIBIT B-2 Outline Specifications for Innovex Southlake Tech Building #1 15700 Xxxxxxx Xxxx. Xxxxxx, Xxxxxx 00000 - The Lessor will procure all necessary building permits as required by the then current TermCity of Lenexa in order to expedite occupancy for the Lessee. - The premises, without any rights or recourses whatsoever prior to occupancy will be cleaned and left in a state that will allow the Lessee to occupy the premises. All carpeted areas will be vacuumed and cleaned as required. All restrooms and public areas will be cleansed and sanitized. All VCT flooring will be cleaned and waxed. All interior windows will be cleaned. All walls and doors/frames will be cleaned as required. All cleaned as required. - Demolition of existing walls as noted on the Tenant against attached Exhibit B will be removed by Lessor. Areas requiring repair and patch back will be performed in a good workmanlike manner and in a standard conforming to good quality commercial construction. - Wood blocking and backing as required will be installed. - Demolition areas receiving new acoustical ceiling will have 3-1/2 blanket insulation installed. - All new roof penetrations for new mechanical equipment installed by the Landlord related theretoLessor will be performed as required by the roofing manufacturer to insure proper warranty continuance. - All existing and new doors installed will be equipped with lever style door hardware. - Drywall surfaces requiring patching and repair will be performed prior to final wall finish. Final wall finishes shall be installed as outlined on Exhibit B-1.1. Wallcovering shall be Koroseal Palais Antique 8921-10 Walls as indicated to receive paint shall he painted Sherxxx Xxxxxxxx Xxxerior Latex Paint. Walls and door frames shall be painted with SW 1305. - New acoustical ceilings installed will be standard 2x4x5/8" non-directional ceiling tile as manufactured by Armsxxxxx xx equal. Acoustical grid system shall be Armsxxxxx Xxxies 200.
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of (a) If this Schedule “A”, provided the Lease is shall then be in full force and effect, effect and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and Lessee is not then in monetary default of executing its obligations or material nonmonetary default under the this Lease, after the Tenant expiration of applicable notice and cure periods, Lessee shall have five (5) options the option to renew extend the Term of this Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five three (53) years minus one (1) day (each a “"Renewal Term”), ") commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term Expiration Date; provided, however, that Lessee shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written give Lessor notice of its exercise thereof election to extend the Term no later than nine (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (129) months prior to the expiry date Expiration Date. TIME BEING OF THE ESSENCE in connection with the exercise of Lessee's option pursuant to this Article.
(b) Such extension of the then current Term of this Lease shall be upon the same covenants and conditions, as herein set forth, except for the Fixed Basic Rent (which shall be determined in the manner set forth below) and except that the Base Period Costs shall be the calendar year during which the commencement of the Renewal Term occurs and Lessee shall have no further right to extend the Term of this Lease after the exercise of the single option described in paragraph (a) of this Section. If Lessee shall duly give notice of its election to extend the Term of this Lease, the Renewal Term shall be added to and become a part of the Term of this Lease (but shall not be considered a part of the initial Term), and any reference in this Lease to the "Term of this Lease", the "Term hereof", or any similar expression shall be deemed to include such Renewal Term, and, in addition, the term "Expiration Date" shall thereafter mean the last day of such Renewal Term. If Tenant fails Lessor shall have no obligation to validly exercise an Option perform any alteration or preparatory or other work in and to Renew, the Tenant Premises and Lessee shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretocontinue possession thereof in its "as is" condition.
Appears in 1 contract
Samples: Lease Agreement (Alteon Inc /De)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided Provided (a) the Lease is in full force and effect, (b) no event of default by Tenant exists at the time of notification or commencement, (c) neither the Premises nor any part thereof are being sublet (except to Permitted Transferees and further provided parties approved by Landlord), (d) the Lease has not been assigned (except to Permitted Transferees and parties approved by Landlord), (e) Tenant or a party approved by Landlord is an occupant of the Building under this Lease and intends to continue to use the Premises itself, and (f) that both at the time of notification and commencement there has been no material adverse change in the financial condition of the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereofparty approved by Landlord as reasonably determined by Landlord, and is not then in default of executing its obligations under the Lease, the Tenant shall have five one (51) options option to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for (the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “"Renewal Term”), commencing on ") by notice in writing delivered to Landlord not less than nine (9) months prior to the day immediately following the expiry date expiration of the then current term of the Lease. All of the covenants, conditions and provisions of the Lease shall be applicable to the Renewal Term. Each , except that the Annual and Monthly Base Rent shall be adjusted to reflect the current fair market rental for the Premises as of the date the Renewal Term is to commence for a top floor premises with similar views and amenities, private entrance and private access. Landlord shall be on advise Tenant of the same terms and conditions as are contained new monthly rental for the Renewal Term within thirty (30) days after a request therefor from Tenant; Landlord's notification of the new rental may include an escalation provision to provide for a change in the Lease existing on fair market rental between the date immediately preceding time of notification and the commencement date of the Renewal Term Term. In no event shall the Annual and Monthly Base Rent be subject to determination or modification by any person, entity, court or authority other than as expressly set forth herein and in question, save no event shall the Annual and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of Monthly Base Rent for the Renewal Term in question, be less than the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable monthly rental during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoexpiring term.
Appears in 1 contract
OPTION TO RENEW. Subject Tenant shall have the right, to be exercised as hereinafter provided, to extend the term of this Lease Agreement for one (1) extension period of ten (10) years, such period sometimes hereinafter referred to as the "Renewal Term" upon the following terms and conditions and subject to the provisions limitations hereinafter set forth:
(a) That at the time hereinafter set forth for the exercise of Section 5 the Renewal Term or the commencement of the Renewal Term, as the case may be, this Schedule “A”, provided the Lease is Agreement shall be in full force and effect, and further provided Tenant shall not be in default in the Tenant is STRONG/MDI SCREEN SYSTEMSperformance of any of the terms, INC. itself personally, covenants and conditions herein contained which has not assigned been remedied within the cure period in this Lease Agreement as of the exercise of the Renewal Term or the subleased commencement of the PremisesRenewal Term, or a portion thereofas the case may be. It is provided, however, that Landlord, at Landlord's sole option, may elect to waive this condition and is not then any default which may exist on the part of Tenant, as Landlord may determine, in default of executing its obligations under the LeaseLandlord's sole and absolute discretion.
(b) Except as otherwise specifically provided in this Section 1.4, the Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on upon the same terms terms, covenants and conditions as are contained in this Lease Agreement except the Lease existing on the date immediately preceding the commencement date Basic Rent for each year of the Renewal Term in questionshall be equal to the annual fair market Basic Rent for the Demised Premises including all buildings, save structures and fixtures erected thereon, together with all additions, alterations and replacements thereof (except Tenant's trade fixtures, machinery and equipment and except that:
a) all alterations constructed by Tenant at Tenant's sole cost and expense), but in no event shall such annual fair market Basic Rent be less than the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base annual Basic Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable by Tenant during the last year of the then current Initial Term increasedof this Lease Agreement. All other payments on the part of Tenant to be made as provided in this Lease Agreement shall continue to be paid during the Renewal Term including, on but without limitation, all payments of Additional Rent as required herein. Landlord and Tenant shall endeavor to agree upon the fair market annual Basic Rent for the entire Renewal Term for a cumulative basis, on each anniversary period of thirty (30) days following the date of Tenant's delivery of the commencement date Renewal Notice (as hereinafter defined). Any agreement reached by the parties with respect to such annual fair market Basic Rent for the Renewal Term shall be expressed in writing and shall be executed by the parties and a copy thereof delivered to each of the parties. Should Landlord and Tenant fail to agree within said thirty (30) day period upon the annual fair market Basic Rent for the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant such annual fair market Basic Rent shall be deemed, determined once for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together the entire Renewal Term by arbitration in accordance with the provisions of Section 1.5 hereof; provided, however, in no event shall the annual fair market Basic Rent for any year in the Renewal Term as determined by such arbitration be less than the annual Basic Rent paid by Tenant under this Section Lease Agreement for the last year of the Initial Term hereof.
(c) The annual Basic Rent during the Renewal Term shall ipso facto become null be payable in equal monthly installments equal to one-twelfth (1/12th) of the annual Basic Rent as established for the Renewal Term, in advance on the first day of each calendar month during the Renewal Term.
(d) Tenant shall exercise its right to extend the term of this Lease Agreement for the Renewal Term by notifying Landlord, in writing, of its election to exercise the right to renew and void and extend the term of this Lease Agreement for the Renewal Term on or before April 1, 2006, time being of the essence with respect to such notice (the "Renewal Notice").
(e) There shall be no further effect, and the additional right to renew this Lease Agreement other than as herein set forth. Any termination of this Lease Agreement shall terminate at the expiry date right of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretorenewal contained hereunder.
Appears in 1 contract
OPTION TO RENEW. Subject (a) Provided the Tenant:
(i) has duly and regularly made all Minimum Rent, additional rent and other sums required to be paid pursuant to this Lease and within the provisions times and in the manner set out in this Lease, including any cure periods;
(ii) has duly and regularly observed and performed each and every one of Section 5 of this Schedule “A”the terms, provided covenants and conditions contained in the Lease is on its part to be observed and performed and within the times and manner set out in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, including any cure periods; and
(iii) either personally or through its affiliated companies is in possession of and conducting its business in the Tenant whole of the Leased Premises in accordance with the terms of the Lease; it, the Tenant, shall have five three (53 ) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) each for the Premises and the Expansion Premises (if any), for further periods a term of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each being hereinafter called a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on ) upon the same terms and conditions as are contained herein more particularly set forth save for Minimum Rent and save for further renewals (subject to those specified herein) provided the Tenant notifies the Landlord in writing at least six (6) months prior to the expiration of the Term of its wish to exercise such option.
(b) With respect to Minimum Rent during any Renewal Term more particularly referred to in the Lease existing on immediate preceding paragraph such rent shall be mutually agreed upon by the date immediately preceding parties hereto, or failing agreement, shall be fixed by binding arbitration as hereinafter provided, always subject to the commencement date same covenants, provisos, and conditions as herein contained. If such Minimum Rent is to be settled by arbitration, such rent shall be governed by current market rent for similar premises in the area in effect as of the first day of the Renewal Term in question, save question and except thathaving regard to the following:
a(i) If the parties hereto are unable to agree upon annual Minimum Rent with respect to any Renewal Term pursuant to the provisions of the immediately preceding paragraph by the first day of the third month immediately preceding the commencement of any Renewal Term, since time is recognized to be of the essence hereof, it is agreed that either party may at any time thereafter give notice to the other party of its desire to submit the matter regarding annual Minimum Rent with respect to the Renewal Term to arbitration. Such notice shall give the name of the arbitrator who is the nominee of the party giving such notice. Within ten (10) business days after the receipt of such notice, the party receiving it shall give notice to the other party of its nominee as arbitrator, and the two (2) arbitrators so named shall within ten (10) days of the appointment of the second of them agree upon the third arbitrator who shall be chairperson of the panel. If the party receiving the said notice shall not give notice to the other party of its nominee as arbitrator within the said ten (10) business days, then the nominee of the party who shall have given the said notice shall proceed as the sole member of the board of arbitration and his/her decision shall be final and binding upon the parties hereto. If the two (2) arbitrators first named are unable to agree upon the choice of the third arbitrator either party may apply to a judge of the Superior Court of Ontario who is hereby authorized and empowered to appoint the third arbitrator. The decision of the sole arbitrator or of any two (2) of the three (3) arbitrators (as the case may be) shall be deemed to be the decision of the entire panel, and shall be final and binding on all parties in interest and shall not be subject to appeal in any jurisdiction. The panel of arbitrators shall have full power and authority to hear evidence under oath or otherwise as it may decide to be proper, and to assess the costs of the arbitration against either or both of the parties hereto.
(ii) If the annual Minimum Rent payable during the Renewal Term in question is finally determined, whether by mutual agreement or by arbitration, after the expiration of the immediately preceding Term or Renewal Term (as the case may be), all necessary adjustments in respect of any overpayment or underpayment by the Tenant shall accept the Premises be made within thirty (30) days following such determination.
(iii) It is understood and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date agreed that pending finalization of annual Minimum Rent for the Renewal Term in question, the Tenant hereby renouncing shall continue to all legal warranties related thereto; the Landlord having no work pay annual Minimum Rent as referred to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current immediately preceding Term increased, on a cumulative basis, on each anniversary date of or Renewal Term (as the commencement date of the case may be) until such time as determination has been made with respect to annual Minimum Rent applicable to such Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the (a) The Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options hereby given an option to renew the this Lease for two (collectively, the “Options to Renew”, and each, an “Option to Renew”2) for the Premises and the Expansion Premises (if any), for further periods additional terms of five (5) years eacheach upon all the terms and conditions herein, except for the fifth as expressly set forth in subsection (5thb) and final Option to Renew which hereof. The exercise of each such renewal option shall be for a period of five (5) years minus one subject to the following conditions: (1) day written notice of the exercise of option shall sent in the manner provided in this Lease for the giving of notices, to Landlord at least nine (each a “Renewal Term”)9) months prior to the expiration of the original term for the first such renewal, commencing on and at least nine (9) months prior to the day immediately following expiration the expiry first renewal term for the second such renewal, as applicable; (2) that Tenant shall not be in default of any monetary obligation or in default of any material non-monetary obligation under the terms of this Lease (beyond any applicable periods of notice and cure) at the time that the renewal is exercised or at the date of the then current Term. Each Renewal Term commencement of the applicable renewal term; and (3) Landlord's right to relocate as set forth in subsection (c) hereof.
(b) The annual fixed base rent payable for each month during such renewal terms shall be on 95% of the same terms and conditions as are contained in prevailing fair market rental value (the Lease existing on the date immediately preceding "PREVAILING RENTAL RATE"), at the commencement date of each such renewal term, for renewals of space in a building of equivalent quality, size, utility and location, with the length of the Renewal Term in questionrenewal to be taken into account, save based on a willing, comparable and except that:
a) the Tenant shall accept the Premises non-equity tenant, a willing landlord, an arm's length negotiation giving appropriate consideration to rental rates per rentable square foot, escalation clauses (including, without limitation, operating expenses and the Expansion Premises (if any) “as is”real estate taxes), in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the abatement provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premisesreflecting, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year term of the then current Term increasedlease, on a cumulative basisthe size and location of Leased Premises, on each anniversary date of the commencement date of the Renewal Termand tenant improvement allowances, commencing on said commencement date, by two percent (2%)if any. In order to validly exercise its Option to Renew, the event that Tenant shall provide to have a tangible net worth of less than Fifty Million Dollars ($50,000,000.00) then the credit standing of Tenant shall also be taken into account. Landlord a prior written notice of its exercise thereof shall notify Tenant not more than thirteen (the “Notice of Renewal”13) to be received by the Landlord and no earlier less than twelve (12) months prior before the commencement of the applicable renewal term of the Landlord's determination of the Prevailing Rental Rate. Tenant shall, within twenty (20) days after receipt of Landlord's notice, notify Landlord in writing whether Tenant accepts or rejects Landlord's determination of the Prevailing Rental Rate. If Tenant does not timely notify Landlord that Tenant rejects Landlord's determination of the Prevailing Rental Rate, then, in the event that Tenant elects to renew, on or before the expiry commencement date of the then current Term. If Tenant fails to validly exercise an Option to Renewrenewal term, the Landlord and Tenant shall execute an amendment to this Lease extending the Term on the same terms provided in this Lease, except as follows:
(i) Fixed Base Rent shall be deemed, for all legal purposes, adjusted to have renounced the Prevailing Rental Rate;
(ii) The number of renewal options shall be reduced by one (1) renewal option unless expressly agreed to exercise all Options the contrary by Landlord in writing;
(iii) Landlord may elect to Renew which have not yet been exercised, and these Options to Renew together with adjust the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date amount of the then current Term, without any rights or recourses whatsoever of security deposit to reflect the Tenant against the Landlord related thereto.adjusted fixed base rent; and
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the (a) The Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options hereby given an option to renew the this Lease for one (collectively, the “Options to Renew”, and each, an “Option to Renew”1) for the Premises and the Expansion Premises (if any), for further periods additional term of five (5) years eachcommencing April 1, except for 2007 through March 31, 2012 from the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on term hereof upon all the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in herein, except that the Lease existing on the date immediately preceding the commencement date amount of the Renewal Term in question, save monthly rent due and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of renewal period pursuant to Paragraph #3 shall be increased and calculated in the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent manner hereinafter set forth; and provided that (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior a) written notice of its the exercise thereof of option is sent by certified mail, return receipt requested, to Landlord at least nine (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (129) months prior to the expiry date expiration of the then current Termoriginal term; and further, (b) that Tenant shall not be in default under the terms of this Lease.
(b) The Base Monthly Rental as set forth in Paragraph #3 shall be adjusted upon the commencement of the aforesaid Renewal Term (the "Adjusted Date") to reflect any increase in the cost of living as such increase, if any, is reflected by a change in the "All Items" Index for the "Consumers Price Index for all Urban Consumers" (Revised CPI-U) (1982-84=100) published by the Bureau of Labor Statistics of the U.S. Dept. If Tenant fails to validly exercise an Option to Renewof Labor.
(c) On the Adjustment Date, the Tenant increased Base Monthly Rental as provided for in Paragraph #3 hereof shall be deemeddetermined by multiplying the Base Monthly Rental by a fraction, the denominator of which is the Consumer Price Index for all legal purposes, to have renounced to exercise all Options to Renew the first month of the Lease and the numerator of which have not yet been exercised, and these Options to Renew together with is the provisions Index number for the last month of the term of this Section shall ipso facto become null and void and Lease, as hereinafter described in "Example Formula." If the C.P.I. is discontinued, then the parties shall, in good faith, agree on a suitable substitute. EXAMPLE FORMULA CPI for last month of no further effect, and the Lease shall terminate at the expiry date term Base Monthly Rental x ---------------------------- CPI for first month of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.term
Appears in 1 contract
Samples: Lease Agreement (Gutbusters Pty LTD)
OPTION TO RENEW. Subject to the provisions of Section 5 of (A) If this Schedule “A”, provided the Lease is then still in full force and effect, and further provided the if Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is shall not then be in default under any of executing its obligations under the Leasematerial terms of this Lease (after any applicable notice and cure periods), the initial Term of this Lease may be extended for two additional consecutive periods of (2) years each (each such 2-year period is referred to herein as the “Extended term”). Tenant shall have five give written notice to Landlord of its desire to elect to extend the Term (5) options the exercise of either election is referred to renew the Lease (collectively, the “Options to Renew”, and each, herein as an “Option to Renew”) for to include the Premises Extended Term by not later than March 1, 2015, in the case of the first 2-year option to renew period that would begin on September 1, 2015 and end on August 31, 2017 (the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final First Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal TermPeriod”), commencing on and March 1, 2017, in the day immediately following the expiry date case of the then current Termsecond 2-year option to renew period that would begin on September 1, 2017 and end on August 31, 2019 (the “Second Option Period”); provided that the Section Option Period may only be exercised by Tenant if the First Option Period had previously been exercised. Each Renewal If Tenant does not give timely written notice to Landlord of its election to extend the Term shall be on for the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal particular Extended Term in question, save with time being of the essence, the Term shall expire and this Lease shall terminate as of the end of the Fixed Expiration Date, or as of the end of the First Option Period if the First Option Period had previously been exercised pursuant to the first Option to Renew. If the Term is extended for either or both of the Extended Terms, all of the same terms, provisions and conditions set forth in the Lease shall continue in full force and effect, except that:
a) that in each case the Tenant “Base Rent” shall accept be equal to the Premises and then prevailing market rent for comparable space in the Expansion geographic locality of the Leased Premises (if any“Market Rent”). If the Parties reasonably cannot agree on what Market Rent is, then each party shall select a qualified professional broker or appraiser to determine the fair rental value for the Premises. If the fair rental value as determined by each party’s professional shall be within five percent (5%) “as is”, in their state and condition existing on the commencement date of the Renewal Term in questionother professional’s determination, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base then Market Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during average of those two values. If the last year two professionals’ determinations of fair rental value are not within five percent (5%) of each other, then the two professionals shall select a third qualified professional appraiser or broker, who shall make a determination as to the fair rental value of the then current Term increasedPremises. In that event, on a cumulative basis, on each anniversary date the Market Rent shall be the average of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order fair rental values that are numerically closest to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoeach other.
Appears in 1 contract
Samples: Lease Agreement (OVERSTOCK.COM, Inc)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided Provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current initial Term or the previous Renewal Term, as the case may be. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term (or the previous Renewal Term, as the case may be) increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current initial Term or the Renewal Term, as the case may be. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current initial Term or the Renewal Term, as the case may be, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.
Appears in 1 contract
OPTION TO RENEW. Subject to (a) If the provisions of Section 5 term of this Schedule “A”, provided the Lease is shall then be in full force and effect, effect and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and Lessee is not then in default of executing its obligations under the Leasehereunder beyond applicable notice and grace periods, the Tenant Lessee shall have five (5) options the option to renew extend the term of this Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “the "Renewal Term”), ") commencing on the day immediately following the expiry date Expiration Date, provided however that Lessee shall give Lessor notice of its election to extend the term no earlier than eighteen (18) months prior to the Expiration Date nor later than nine (9) months prior to the Expiration Date of the then current Terminitial term. Each Renewal Term shall be on the same terms and conditions as are contained TIME BEING OF THE ESSENCE in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance connection with the provisions exercise of the Lease;Lessee's option pursuant to this Article.
(b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further Such extension of the Term or renewal term of this Lease shall be upon the Lease beyond same covenants and conditions, as herein set forth except: (i) for the fifth Fixed Basic Rent (5th) Renewal Termwhich shall be determined in the manner set forth below), and the Options to Renew shall not apply anew; and
d(ii) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term Period Costs shall be re-set to be those incurred in the Base Rent payable during the last first year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent and (2%)iii) that Lessee shall have no further right to extend the term of this Lease after the exercise of the single option described in paragraph (a) of this Section. In order to validly exercise its Option to Renew, the Tenant If Lessee shall provide to the Landlord a prior written duly give notice of its exercise thereof election to extend the term of this Lease, the Renewal Term shall be added to and become a part of the Term of this Lease (but shall not be considered a part of the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior initial Term), and any reference in this Lease to the expiry date "Term of this Lease", the then current "Term hereof", or any similar expression shall be deemed to include such Renewal Term, and, in addition, the term "Expiration Date" shall thereafter mean the last day of such Renewal Term. If Tenant fails Lessor shall have no obligation to validly exercise an Option perform any alteration or preparatory or other work in and to Renew, the Tenant Premises and Lessee shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretocontinue possession thereof in its "as is" condition.
Appears in 1 contract
Samples: Lease (Medicines Co /De)
OPTION TO RENEW. Subject to So long as Tenant has satisfied in a timely manner all of the provisions of Section 5 of requirements imposed on Tenant in this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options an option to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises two (if any2), for further periods of five (5) years year terms (each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term” and together with the Initial Term, the “Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall This Option to Renew may be on the same terms and conditions as are contained exercised in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except thatfollowing manner:
a) the a. Tenant shall accept provide written notice of its election to exercise the Premises and the Expansion Premises option at least sixty (if any60) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications days prior to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions applicable Expiration Date of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
db. Tenant shall tender payment of the Rent (as defined below) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each entire Renewal Term shall be on or before the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date first business day of the Renewal Term; and
c. Tenant shall have maintained the Premises in good condition (reasonable wear and tear excepted), commencing on said commencement date, by and shall provide maintenance records to Landlord from the previous two percent (2%)) years of the Term, and Landlord shall inspect the Premises and approve its condition as a condition of renewal, which approval shall not be unreasonably withheld, conditioned or delayed. In order Should Tenant satisfy the foregoing terms and conditions required to validly exercise its the Option to Renew, the Tenant Landlord, through its Real Estate Division Manager, shall provide to Xxxxxxxx’s written acknowledgment that the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet option has been exercised. DURING THE RENEWAL TERM(S) THE TERMS AND CONDITIONS OF THE LEASE SHALL BE THE SAME AS THOSE APPLICABLE TO THE INITIAL TERM, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoEXCEPT WHERE THE CONTENT AND CONTEXT THEREOF INDICATES TO THE CONTRARY. CERTAIN PROVISIONS OF THIS LEASE ARE APPLICABLE ONLY IF THE OPTION TO RENEW IS PROPERLY EXERCISED.
Appears in 1 contract
Samples: Lease
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the 33.1 Tenant shall have five (5) options an option to renew extend the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be Initial Term for a period of five (5) years minus one (1) day (each a “Renewal hereinafter referred to as the "First Extended Term”"), commencing on upon the day immediately following the expiry date of the then current Term. Each Renewal Term terms and conditions: (a) said option shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed exercised by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord given no earlier later than twelve (12) months prior to the expiry date expiration of the then current Initial Term; (b) there shall not be any uncured defaults (of which notice has been given to Tenant and with respect to which the applicable cure periods have expired) by Tenant hereunder at the time of the exercise of said option or the commencement of the First Extended Term; (c) upon such First Extended Term taking effect, this Lease shall continue for such additional period of five (5) years All of the terms, covenants and conditions of this Lease shall continue in force and effect during the First Extended Term, except that the Fixed Minimum Rent shall be at the rates set forth on Exhibit E attached hereto and made a part hereof.
33.2 Provided Tenant shall have exercised the option for the First Extended Term, Tenant shall have an additional option to extend the Term for a period of five (5) years, (hereinafter referred to as the "Second Extended Term") upon the following terms and conditions: (a) said option shall be exercised by written notice to Landlord given no later than twelve (12) months prior to the expiration of the First Extended Term; (b) there shall not be any uncured defaults (of which notice has been given to Tenant and with respect to which the applicable cure periods have expired) by Tenant hereunder at the time of the exercise of said option or the commencement of the Second Extended Term; and (c) upon such Second Extended Term taking effect, this Lease shall continue for such additional period of five (5) years. All of the terms, covenants and conditions of this Lease shall continue in force and effect during the Second Extended Term, except that the Fixed Minimum Rent shall be at the rates set forth on Exhibit E attached hereto and made a part hereof.
33.3 Provided Tenant shall have exercised the options for the First Extended Term and the Second Extended Term, Tenant shall have an additional option to extend the Term for a period of five (5) years (hereinafter referred to as the "Third Extended Term") upon the following terms and conditions: (a) said option shall be exercised by written notice to Landlord given no later than twelve (12) months prior to the expiration of the Second Extended Term; (b) there shall not be any uncured defaults (of which notice has been given to Tenant and with respect to which the applicable cure periods have expired) by Tenant hereunder at the time of the exercise of said option or the commencement of the Third Extended Term; (c) upon such Third Extended Term taking effect, this Lease shall continue for such additional period of five (5) years; and (d) there shall be no further right to extend the Term. If All of the terms, covenants and conditions of this Lease shall continue in force and effect during the First Extended Term, except that the Fixed Minimum Rent shall be at the rates set forth on Exhibit E attached hereto and made a part hereof.
33.4 In the event Tenant fails to validly exercise an Option to Renewexercises one or more of the options granted herein, the Tenant word "Term" shall be deemed, for all legal purposes, include such option period(s); the period of time referred to have renounced in Section 2.1 of this Lease is sometimes referred to exercise all Options to Renew which have not yet been exercisedas the "Initial Term", and these Options to Renew together with each or all, as the provisions of this Section shall ipso facto become null and void and of no further effectcase may be, and the Lease shall terminate at the expiry date of the then current option periods are sometimes referred to as the "Extended Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto".
Appears in 1 contract
Samples: Lease (Schein Pharmaceutical Inc)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force The Landlord and effect, Tenant further covenant and further provided agree that if the Tenant is STRONG/MDI SCREEN SYSTEMSduly pays the rent and other sums payable hereunder and performs each and every one of the covenants, INC. itself personallyterms, has not assigned agreements and conditions herein contained and on the Lease or part of the subleased the PremisesTenant to be paid and performed, or a portion thereof, and is not then in default of executing its obligations under the accordance with this Lease, then the Tenant shall have five the option of renewing this Lease by notice in writing given to the Landlord at least six (56) options months prior to renew the Lease (collectively, expiry of the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any)Term, for further periods an additional term of five three (53) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained set forth in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in questionthis Lease, save and except thatthat there shall be no further right of renewal or free rent and except that the Minimum Net Rent reserved during the renewal term shall be the greater of:
(a) the Tenant shall accept market rent for the Premises as at ninety (90) days immediately prior to the expiry of the Term or the renewal term (whichever is applicable), to be determined by agreement between the parties or as hereinafter provided; and,
(b) the Minimum Net Rent applicable during the last twelve (12) month period of the Term or renewal term (whichever is applicable) of this Lease. In the event that the parties are unable to agree as to the said market rent on or before sixty (60) days immediately prior to the expiry of the Term or renewal term, then the said market rent shall be fixed by arbitration by a single arbitrator appointed by the parties. If the parties cannot agree on a single arbitrator, then, upon the application of either party, a Justice of the superior court of the Province in which the Premises are situated shall appoint an arbitrator whose sole determination shall be final. The arbitrator shall be a disinterested person of recognized competence in the real estate business in the city in which the Premises are situated. The expense of such arbitration shall be borne equally by the Landlord and the Expansion Premises (if any) “Tenant. Except as is”, in their state and condition existing on otherwise provided herein the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required arbitration shall be performed by the Tenant, at its cost, conducted in compliance accordance with the provisions of the Lease;
b) there Arbitration Act of the province in which the Premises are situated and any amendments thereto or successors to such statute which provisions shall apply mutatis mutandis. Failing exercise of the said option of renewing within the time and in the manner as aforesaid the said option shall be no fixturing periodnull and void. In the event the Tenant contracts with a real estate agent, no allowance, no free rent period, nor or any other inducementindependent agent or consultant, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension to act on behalf of the Term or Tenant in the renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to RenewLease, the Tenant shall be deemed, solely responsible for all legal purposes, resultant fees and commissions owing to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoagent and/or consultant.
Appears in 1 contract
OPTION TO RENEW. Subject If the Lessee has duly and regularly paid the rent, has performed all its other obligations under this Lease, is not currently in default hereunder, and is in occupation of the demised premises under this Lease, the Lessee may, at its option, renew this Lease for a further period of FIVE (5) years ("Renewal Term") commencing on the expiration of the Term. To be effective, the option must be exercised at least six (6) months prior to the expiration of the Term by written notice served to the Lessor in the manner provided for the in this Lease. The renewal lease shall, at the Lessor's sole option, be either on the Lessor's standard lease form containing the Lessor's standard terms and conditions in effect at the time of the exercise of the option for similar premises or on the terms and conditions set out in the Lease, provided that, in either case, the renewal lease shall exclude any further option to renew clause and all provisions dealing with the Lessor's work, Lessee improvement allowances or any other Lessee inducement. The Annual Rent for each year of the Renewal Term shall be the fair market rent prevailing three (3) months prior to the commencement of the Renewal Term for premises of the same kind, of the same age, and in the same condition as the demised premises and without allowance for any Lessor's improvements, work, allowances or other inducements. Upon notice of the exercise of this option being delivered to the Lessor, the parties agree to immediately commence negotiations to determine the Annual Rent for each year of the Renewal Term; provided that, the Annual Rent for the Renewal Term shall not be less than the Annual Rent for the immediately preceding year under this Lease. If three (3) months prior to the commencement of the Renewal Term the parties fail to agree upon the Annual Rent for the Renewal Term, then the same shall be determined by one arbitrator in accordance with the provisions of Section 5 the Commercial Arbitration Act of British Columbia, or any statutory modification or re-enactment thereof, and shall be based on fair market value generally for premises of the same kind, of the same age, and in the same condition as the demised premises and without allowance for any Lessor's improvement, work, allowances or other inducements. The renewal lease shall be prepared by the Lessor at the expense of the Lessee and shall be executed by the Lessee prior to the commencement of the Renewal Term. If the Option is not exercised in the manner set out in this Schedule “A”clause 1.07, provided the Lease is in full then it shall be null and void of no further force and effect, and further provided . Notwithstanding the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned rights granted in the Lease and Lessee to assign the Lease, this Option may not be assigned by the Lessee without the Lessor's consent, which consent the Lessor may arbitrarily refuse. In the event a party has guaranteed or indemnified the subleased the Premises, or a portion thereof, Lessee's covenants and is not then in default of executing its other obligations under the Lease, then if the Tenant shall have five (5) options to renew the Lease (collectivelyLessee exercises this Option, the “Options obligation on the part of the Lessor to Renew”, and each, an “Option to Renew”) enter into a renewal lease with the Lessee for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be condition upon the said party entering into a new guarantee or indemnity agreement, on the same terms and conditions as are contained in satisfactory to the Lease existing on Lessor guaranteeing or indemnifying the date immediately preceding the commencement date performance of the Renewal Term in question, save Lessee's covenants and except that:
a) obligations under the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretolease.
Appears in 1 contract
Samples: Lease Agreement (Sidus Systems Inc)
OPTION TO RENEW. Subject to Effective on the provisions Additional Space Term Commencement Date, Section 8.1(a)(1) of the Lease shall be replaced in its entirety with the following (the remainder of Section 5 of this Schedule 8.1 shall remain unchanged): “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options the right to renew exercise the Lease (collectivelyOption, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any)in its sole discretion, for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept entire Leased Premises (the Premises Current Space and the Expansion Premises Additional Space combined), (b) the Current Space only and not the Additional Space, or (c) the Additional Space only and not the Current Space. The Option must be exercised, if any) “as is”at all, in their state and condition existing on by written notice irrevocably exercising the commencement date Option specifying which of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent above-referenced options it is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof exercising (the “Notice of RenewalOption Notice”) delivered by Tenant to be received by the Landlord no not earlier than twelve (12) months and not later than nine (9) months prior to the expiry Term Expiration Date (as defined in Paragraph 4 of the Amendment). Further, the Option shall not be deemed to be properly exercised if, as of the date of the then current TermOption Notice or at the Term Expiration Date, (i) Tenant is in default under this Lease, (ii) Tenant has assigned this Lease or its interest therein (other than to an affiliate or subsidiary of Tenant), or (iii) Tenant, or Tenant’s affiliate or subsidiary, is in possession of less than fifty percent (50%) of the square footage of the Leased Premises. If Provided Tenant fails to validly exercise an Option to Renewhas properly and timely exercised the Option, the term of this Lease shall be extended for the period of the Option Term, and all terms, covenants and conditions of this Lease shall remain unmodified and in full force and effect, except that (i) the Tenant Improvements set forth in Exhibit B shall not apply to the Option Term (Tenant shall be deemed, for all legal purposes, accept the Leased Premises in its AS IS condition existing prior to have renounced to exercise all Options to Renew which have not yet been exercisedthe Option Term), and these Options to Renew together with (ii) the provisions of this Section Base Rent for the space being extended shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretobe modified as set forth in subsection 8.1(a)(2) below.”
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Provided Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, and is still occupying the Premises, Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be the Lease in any one or any combination thereof of Tenant’s Premises (defined as the entire third (3rd) floor, the entire second (2nd) floor and any suite leased at the time on the first (1st) floor) for a one (1) additional period of five (5) years minus one (1) day (each a the “Renewal Term”). The Option to Renew must be exercised, commencing on if at all, by written notice (“Election Notice”) from Tenant to Landlord given not more than three hundred sixty five (365) days and not less than two hundred and seventy (270) days prior to the day immediately following expiration of the expiry Fifth Renewal Term. Any such Election Notice given by Tenant to Landlord shall be irrevocable. The Option to Renew and Tenant’s delivery of an Election Notice shall be voidable and of no force or effect at the election of Landlord, exercised in Landlord’s sole and absolute discretion, if (i) an Event of Default is occurring under the Lease, as amended hereby, either at the time Tenant exercises the Option to Renew or as of the commencement of the Renewal Term, or (ii) there is an event occurring which with the giving of notice or the passage of time, or both, would constitute an Event of Default under the Lease, as amended hereby, either at the time of Tenant’s delivery of the Election Notice or at any time from the date of delivery of such Election Notice through the then current time of commencement of the Renewal Term or (iii) if there has been any materially adverse change in the financial condition of the Tenant, as of the commencement of the Renewal Term. Each If Tenant fails to exercise the Option to Renew in a timely manner, as provided for above, then the Option to Renew shall be void and of no force and effect. The validly exercised Renewal Term shall be on upon the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in questionLease, save and as amended, except that:
a: (1) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the annual Base Rent payable for during the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Sixth Renewal Term shall be the Base Rent payable during the last year equal to be one hundred (100%) of the then current Term increasedFair Market Rental Rate for space of comparable size, on a cumulative basis, on each anniversary date quality and location; and (2) Tenant shall have no further renewal options pursuant to this Section 11 or any provision of the Lease; and (3) No later than thirty (30) days prior to the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the deposit with Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renewamount, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew that when taken together with the provisions of this Section shall ipso facto become null and void and of no further effectSecurity Deposit, and equals the Lease shall terminate at monthly Base Rent due for the expiry date last month of the then current Renewal Term. Upon the commencement of the Renewal Term, without any rights or recourses whatsoever the term “Security Deposit” shall automatically include such additional Security Deposit and such additional Security Deposit shall be held pursuant to the terms of Article 5 of the Lease.
(a) The right is personal to the Tenant against the Landlord related theretoand may not be exercised by any sublessee or assignee of Tenant.
Appears in 1 contract
Samples: Office Building Lease (GP Investments Acquisition Corp.)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the A. Tenant shall have five the right, at its election made in its sole discretion, to extend the Term (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to RenewRenewal Option”) for the Premises and the Expansion Premises additional periods set forth in Section 1.E (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on provided that each of the day immediately following occurs:
1. Landlord receives written notice of exercise of the expiry date Renewal Option (the “Renewal Notice”), not less than twelve (12) full months prior to the expiration of the then current existing Term; and
2. Each There is no Event of Default at the time that Tenant delivers the Renewal Notice or at the time Tenant delivers its Binding Notice.
B. The Renewal Term shall be on upon the same terms and conditions as are contained in the this Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during first year of each Renewal Term shall be equal to the greater of (x) 95% of the then Market Rate for the Premises, and (y) the Base Rent payable during in effect at the last year expiration of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal existing Term, commencing on said commencement date, . The Base Rent shall increase by two percent (2%)) annually during each Renewal Term. In order to validly exercise its Option to Renew, “Market Rate” for the Tenant Premises shall provide to mean the Landlord a prior written notice of its exercise thereof base rent rate (including escalations) that the “Notice of Renewal”) Premises would be expected to be received by leased for, for a term commencing on the Landlord no earlier than twelve (12) months prior to applicable commencement date and ending on the expiry date applicable expiration date, in its then-existing condition, in an arms-length transaction between a willing landlord and tenant in the commercial space market existing in the vicinity of the then current TermPremises at the time such rate is established. If Tenant fails to validly exercise an Option to Renew, Such determination shall include consideration of (i) the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, size and these Options to Renew together with location of the provisions of this Section shall ipso facto become null and void and of no further effectPremises, and the Lease quality of, condition of, and the nature of the improvements in, the Building, including without limitation, the necessity to remove such improvements, but shall terminate exclude the value of improvements installed by Tenant in such Renewal Premises that are to be removed by Tenant at the expiry date expiration of the then current Term, without any rights or recourses whatsoever ; (ii) other Comparable Buildings to the Building; (iii) other comparable leasing transactions in comparable locations in the vicinity of the Tenant against Premises for new leases (with appropriate adjustments for different size premises and different length terms), and the Landlord related theretorents and concessions, allowances and commissions granted along with the other terms of such transactions; and (iv) the financial condition of Tenant.
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant The Lessee shall have five (5) options the option to renew the this Lease for a further one (collectively, the “Options to Renew”, and each, an “Option to Renew”1) for the Premises and the Expansion Premises (if any), for further periods term of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of at the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed prevailing market rate by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior providing written notice of its exercise thereof intention to renew to the Lessor no later than six (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (126) months prior to the expiry expiration of the Initial Term. In the event that the Lessor and the Lessee do not agree on the then prevailing market rate, such rate may be determined by a single arbitrator appointed by the agreement between the Lessor and the lessee or pursuant to the Arbitration Act. PROVIDED THAT if there is any Lessor’s Work or Lessee’s Work to be performed prior to the Lessee opening for business in the Leased Premises or the Leased Premises are occupied by a third party as of the date of the then current Term. If Tenant fails to validly exercise an Option to Renewthis Lease, the Tenant Commencement Date shall be deemedthe earlier of:
a) sixty (60) days after the Lessor has delivered vacant possession of the Leased Premises to the Lessee notwithstanding that the Lessor may still, for all legal purposesduring such sixty (60) day period, be completing its work; or
b) the opening by the Lessee to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together the public of its business in the Leased Premises. Notwithstanding any change in the Commencement Date calculated in accordance with the preceding provisions hereof, the Terms shall expire on the date set for such expiry in the first paragraph of this Section 2.03, subject always to earlier termination as provided for in this Lease. PROVIDED THAT upon the Lessor or its Architect giving notice to the Lessee that the Leased Premises are available for the commencement of the Lessee’s Work, the Lessee shall ipso facto become immediately take possession of the Leased Premises and shall occupy same for the purpose of fixturing and installing its inventory, at its own risk, for a period of zero (0) days after receipt of such notice or until the Lessee opens for business to the public in the Leased Premises, free of the payment of Gross Rent, and Additional Rent save for the obligation of the Lessee to pay for all utility charges used by the Lessee or consumed in the Leased Premises during the period of such fixturing, and shall during the period from the giving of such notice until the Commencement Date be a tenant in the Leased Premises subject to the same covenants and agreements as are contained in this Lease, mutatis mutandis. FURTHER PROVIDED THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY, if the Lessor is unable to deliver vacant possession of the Leased Premises to the Lessee for any reason, including but not limited to the holding over or retention of possession of any other lessee or occupant, or the lack of completion of any repairs, improvements or alterations required to be completed before the Lessee’s occupancy of the Leased Premises, then the time for commencement of the Term shall be extended to correspond with the period of delay and the Lessee shall not be entitled to any abatement or diminution of Rent (except that Rent shall not commence to be payable until possession of the Leased Premises is given by the Lessor to the Lessee) nor shall the validity of this Lease or the parties’ respective obligations hereunder be affected. However, if the Lessor does not give vacant possession of the Leased Premises to the Lessee within six (6) months of the date of this Lease, then the Lessor may, at is option, terminate this Lease by written notice to the Lessee and in such event this Lease shall be null and void and of no further effecteffect whatsoever. Any deposit paid by the Lessee to the Lessor shall be returned without interest or deduction, and neither party shall have any further liability to the Lease other. Forthwith, upon the Commencement Date being determined in accordance with the foregoing, the Lessee shall terminate at execute an acknowledgement of same on Lessor’s usual form. The Lessee shall pay all Gross Rent and Additional Rent calculated on a per diem basis, from when the expiry date Commencement Date occurs and thereafter all payments of Rent shall be made on the then current Term, without any rights or recourses whatsoever first day of each month throughout the Tenant against the Landlord related theretoTerm unless otherwise specified herein.
Appears in 1 contract
Samples: Lease Agreement
OPTION TO RENEW. Subject A) Landlord hereby grants Tenant the option to renew (“Renewal Option”) the provisions of Section 5 term of this Schedule “A”Lease for one additional term of either twelve (12) months, provided thirty-six (36) months or sixty (60) months (the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on as of the day date immediately following the expiry date expiration of the Lease Term, such option to be subject to the covenants and conditions hereinafter set forth in this Exhibit.
B) Tenant shall give Landlord written notice (the “Renewal Notice”) of Tenant’s election to exercise its Renewal Option not later than two hundred (200) days prior to the expiration of the then current term of this Lease; provided that Tenant’s failure to give the Renewal Notice by said date, whether due to Tenant’s oversight or failure to cure any existing defaults or otherwise, shall render this Renewal Option null and void. The Renewal Notice must specify whether Tenant elects a Renewal Term of twelve (12), thirty-six (36) or sixty (60) months. Within twenty (20) days of receipt of such notice, Landlord shall advise Tenant of the new “Base Rental” for the Renewal Term, which Base Rental shall be calculated in accordance with Paragraph E(2) below. Each Tenant shall have twenty (20) days from the date of receipt of Landlord’s determination of the Base Rental for the Renewal Term to elect to extend the term of the Lease. The failure of Tenant to respond within the twenty (20) day period shall be deemed the election of Tenant no to extend the term of the Lease.
C) Tenant shall not be permitted to exercise this Renewal Option at any time during which Tenant is in default under this Lease, subject to applicable notice and grace periods (if any). In the event Tenant commits an event of Default following exercise of this Renewal Option but before commencement of the Renewal Term and fails to cure any default under this Lease prior to the commencement of any Renewal Term, subject to applicable notice and grace periods, such Renewal Term may be immediately canceled by Landlord or Landlord may elect to waive such default or Landlord may consider the Renewal Term to have been part of the Lease Term and immediately declare the Lease in Default and Tenant shall forthwith deliver possession of the Premises to Landlord as of the expiration or earlier termination of the then current term of this Lease.
D) Tenant shall be deemed to have accepted the Premises in “as-is” condition as of the commencement of each Renewal Term, subject to any other repair and maintenance obligations of Landlord under this Lease, it being understood and agreed that Landlord shall have no additional obligation to renovate or remodel the Premises or any portion of the Building as a result of Tenant’s renewal of this Lease.
E) The covenants and conditions of this Lease in force during the original Lease Term, as the same may be modified from time to time, shall continue to be in effect during any Renewal Term, except as follow:
(1) The “Commencement Date” for the purposes of this Lease shall be the first day of the Renewal Term.
(2) The “Base Rental” for the Renewal Term shall be determined by Landlord on the same terms and conditions basis of the then prevailing market rental rate of office space comparable to the Premises as are contained reflected in one or more leases executed by Landlord with new Building tenants within the twelve month period immediately preceding commencement of such Renewal Term. If Landlord has not executed any lease with new Building tenants in the preceding twelve month period, the prevailing market rental rate determination shall include consideration of leases for premises comparable to the Premises herein, as executed within said twelve month period of owners of other office building properties located in Deerfield Beach, Florida, that are comparable to the Building. In determining the prevailing market rental rate, Landlord and Tenant shall consider all elements affecting the Lease existing on the date immediately preceding the commencement date transaction, including but not limited to, Tenant’s credit worthiness, that real estate brokerage fees may not be involved, or that Tenant may require a lesser tenant improvement allowance or rental abatement than that typical of a new Tenant. Lease Agreement
(3) Following expiration of the Renewal Term in questionas provided herein, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if anyhave no further right to renew or extend this Lease.
F) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing Tenant’s option to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may renew this Lease shall not be required shall be performed transferable by the Tenant, at its cost, except in compliance conjunction with a permissible assignment of Tenant’s interest in this Lease in accordance with the applicable provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretohereof.
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have and is hereby granted five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, individually an “Option to RenewOption”) to extend this Lease beyond the Initial Term for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a an additional period of five (5) years minus one each (1) day (each a individually an “Renewal TermOption Period”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on upon the same terms terms, covenants, conditions and conditions rental as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the set forth herein. Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed exercise each such Option successively by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior giving written notice of its exercise thereof to Landlord not less than six (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (126) months prior to the expiry date expiration of the Initial Term of this Lease or expiration of the then current TermOption Period, as applicable (the “Option Notice”). Notwithstanding the foregoing, Tenant shall not be entitled to extend the Term of this Lease if, at the time of exercise of an Option, an Event of Default has occurred and is continuing. If Tenant fails does not elect to validly exercise extend, or shall not be entitled pursuant to the preceding sentence to extend the Term of this Lease for an additional Option Period, all remaining rights of renewal shall automatically expire. Notwithstanding anything else contained herein, if Tenant exercises an Option hereunder and if the Base Rent for such Option Period (pursuant to Renewthe calculation called for in Section 3.2(f) hereof), (i) is less than the Base Rent that would be arrived at if the Base Rent was increased pursuant to Section 3.2(e), then Landlord may reject said Option Notice by delivering a written notice of rejection to Tenant (the “Rejection Notice”), and (ii) if the Base Rent for such Option Period (pursuant to the calculation called for in Section 3.2(f) hereof), is more than the Base Rent that would be arrived at if the Base Rent was increased pursuant to Section 3.2(e), the Tenant may withdraw its Option Notice by delivering written notice of withdrawal of the Option Notice within thirty (30) days of determination of amount of Base Rent under Section 3.2(f). Should Landlord deliver a Rejection Notice to Tenant or should Tenant withdraw its Option Notice as provided for above, Tenant’s Option Notice shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, effect and the Lease shall expire and terminate at the expiry date end of the then current Option Term. However, without any rights or recourses whatsoever Tenant may, at its option, extend the Term for the applicable Option Period after receipt of Landlord’s Rejection Notice, by delivering within thirty (30) days of receipt of Landlord’s Rejection Notice a second Option Notice (the “Second Option Notice”) stating that Tenant desires to extend the Term for the Option Period and Tenant agrees to pay Base Rent equal to Base Rent obtained by the application of the formula set forth in Section 3.2(e) hereof. Tenant against shall have no obligation hereunder to deliver a Second Option Notice or to so extend the Lease under the terms required in a Second Option Notice. Should Tenant timely deliver to Landlord related theretoa Second Option Notice which complies with the requirements of this Section, the Term of the Lease shall be extended for the applicable Option Period at the Base Rent called for in the Second Option Notice.
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and Provided Lessee is not then in default of executing its obligations under any term or condition of the LeaseLease on the date notice of exercise is given or on the commencement of the applicable option term (unless the default is cured within the applicable cure period), the Tenant Lessee shall have five two (52) options to renew the Lease (collectively, the “Options to Renew”, and Extend the lease term for two (2) periods of sixty (60) months each (each, an “"Option to Renew”) for the Premises and the Expansion Premises (if anyTerm"), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on upon the same terms and conditions as are contained set forth in the Lease existing on Lease, except the date immediately preceding the commencement date of the Renewal Term in question, save Monthly Minimum Rent shall be increased as set forth below and except that:
a) that the Tenant tenant improvement provisions and early cancellation provisions shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required not apply. The options shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premisesexercised, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement dateat all, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof to Lessor at least ten (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (1210) months prior to the expiry date expiration of the then current Termexisting Lease term. The rent shall be the fair market rent as agreed by Lessee and Lessor. If Tenant fails to validly exercise an the parties can't agree, then on the commencement of each Option to RenewTerm, the Tenant Monthly Minimum Rent shall be deemed, for all legal purposes, increased to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Termfair market rent (the "New Rent"). The New Rent shall be the average prevailing rental rate for comparable space. The parties agree that for purposes of determining the New Rent, without any rights or recourses whatsoever they will look to the leases signed within the prior six (6) months for space on the first floor of the Tenant against following buildings: 1800 0xx Xxxxxx, Xxxxx XxXexxxx Xxxlding and the Landlord related theretoMetropolitan Park Buildings. If there are no leases signed within that time period for the first floor space in those buildings, then the parties will use leases signed within the last six (6) months for space in the top 35% of floor space in those buildings. The parities agree to select an independent appraiser who will contact the owners of those buildings, obtain the most recent lease rates for the applicable space, average the result (if there are more than one) and produce the figure which shall be considered the "New Rent". The party who is furthest from the appraiser's New Rent shall pay the fee of the appraiser, who's determination will be binding. Lessor shall prepare and Lessee shall execute a lease amendment for the extension within thirty (30) days after determination of the New Rent, who's determination will be binding.
Appears in 1 contract
OPTION TO RENEW. Subject Upon the expiration of the Term reserved herein, Tenant shall have the right to the provisions of Section 5 of this Schedule “A”, provided renew the Lease is for an additional term of three (3) years (referred to herein as the “Second Renewal Term”). Tenant’s right to renew the Lease for the period referred to above shall be subject to:
A. Tenant being in actual occupancy of the Leased Premises; and
B. The Lease then being in full force and effecteffect and Tenant not being in default hereunder both when such option to renew may be exercised and at the commencement of such Second Renewal Term; and
C. Tenant providing Landlord with prior written notice of its exercise such option. The requisite written notice to be furnished by Tenant to Landlord shall be delivered to Landlord not later than nine (9) months, but not sooner than twelve (12) months, prior to the expiration of the Third Lease Year, time specifically and further provided expressly hereby being made of the essence for delivery of such notice. Upon proper exercise by Tenant is STRONG/MDI SCREEN SYSTEMSof its right to the Second Renewal Term, INC. itself personally, has not assigned the Term of the Lease or shall be deemed extended to include the subleased said Second Renewal Term, subject to the Premises, or a portion thereof, terms and is not then in default conditions of executing its obligations under the Lease, the Tenant shall have five excepting (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
ci) there shall be no further extension right to renew; (ii) there shall be no Landlord’s Work; (iii) there shall be no Landlord’s Contribution; (iv) there shall be no abatement of Rent; and (v) that during the Second Renewal Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew Annual Fixed Rent shall not apply anewbe adjusted as set forth below; and
d) D. Tenant’s failure to comply with all of the Base foregoing shall, at Landlord’s option, render said option to renew null and void.
E. The Annual Fixed Rent payable for during the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Second Renewal Term shall be equal to and based upon the Base Rent payable during fair market rental value for the last year Leased Premises as based upon space and facilities of similar or like character then available or leased in Xxxxxx Square, Princeton, New Jersey. In fixing said market value at the time of commencement of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Second Renewal Term, commencing on said commencement dateno credit shall be allowed to Tenant for any amounts theretofore expended by Tenant for leasehold improvements, alterations or changes in the Leased Premises pursuant to the provisions of the Lease. Following the election made by two percent (2%). In order Tenant to validly exercise its Option to Renewthe Second Renewal Term, the Landlord and Tenant shall provide endeavor to agree upon the Landlord a prior written notice of its exercise thereof appropriate fair market rental value which shall constitute the Annual Fixed Rent. Failing such agreement on or before six (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (126) months prior to the expiry date commencement of the Second Renewal Term, then current the matter shall be submitted for determination by arbitration in accordance with the Rules of the American Arbitration Association. In the event the Annual Fixed Rent payable during the Second Renewal Term has not been determined prior to the date the Second Renewal Term commences, then Tenant shall pay Annual Fixed Rent in effect for the Third Lease Year of the First Renewal Term plus fifty (50%) percent. Once the Annual Fixed Rent has been determined, such Rent shall be payable as of the date such Second Renewal Term commenced and any Rent payments theretofore made shall be adjusted accordingly. In no event shall the Rent for the Second Renewal Term be less than that in effect at the expiration of the Third Lease Year of the First Renewal Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, continue to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with pay Additional Rent during such Second Renewal Term as provided in the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoLease.
Appears in 1 contract
OPTION TO RENEW. Subject 27.1 Provided that the Tenant pays Rent and performs each and every one of the covenants, provisos and agreements herein contained on the part of the Tenant to be paid and performed punctually and in accordance with the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effectSub-Lease, and further provided that the Tenant is STRONG/MDI SCREEN SYSTEMShas interacted with the faculty and staff of the Head Landlord and used the services of the Head Landlord such as the library, INC. itself personallycomputing, has not assigned networking, security, athletic services of the Lease or Head Landlord, all in a manner and to an extent satisfactory to the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the LeaseHead Landlord, the Landlord shall grant to the Tenant one option of renewal for a period described in the Basic Terms (the "Renewal Term"). This option of renewal shall have five be exercised by the Tenant by giving written notice to the Landlord not less than six (56) options months prior to the end of the Term electing to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) Term for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained set forth in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in questionthis Sub-Lease, save and except that:
a) this option of renewal shall not form part of the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date Sub-Lease of the Renewal Term in questionTerm, the Tenant hereby renouncing Landlord shall have no obligation to all legal warranties related thereto; the Landlord having no do any work to perform in the Premisesdescribed as Landlord's Work, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, and no allowance, no free rent period, nor any other inducement, free occupancy period forgiveness or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Termtenant inducements, and the Options to Renew Rent. The Rent for the Renewal Term shall not apply anew; andbe determined as hereinafter provided.
d) the Base 27.2 Rent payable for with respect to the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base greater, per month, of:
(a) the Rent payable paid per month during the last year twelve (12) month period of the then current Term increasedpreceding Term; or
(b) the fair market rental value for space of comparable size, on a cumulative basis, on each anniversary date quality and location to that of the Premises as at the commencement date of the Renewal Term.
27.3 The Parties shall make bona fide efforts to agree as to the fair market rental value with respect to the Premises for the Renewal Term. If however, commencing on said the Parties have not agreed as to the amount of Rent by the sixtieth (60th) day prior to the commencement dateof the Renewal Term, then such Rent shall be determined by two percent (2%). In order arbitration as referred to validly in Article 23.
27.4 If the Tenant fails to exercise its Option the option of renewal within the prescribed time period referred to Renewin clause 27.1, such option of renewal will be null and void and the Tenant shall provide have no further options of renewal in respect of this Sub-Lease.
27.5 Provided that the Tenant, being entitled to do so, renews the Term of the Sub-Lease for the Renewal Term and pays Rent and performs each and every one of the covenants, provisos and agreements herein contained on the part of the Tenant to be paid and performed punctually and in accordance with the provisions of this Sub-Lease, and provided that the Tenant has interacted with the faculty and staff of the Head Landlord and used the services of the Head Landlord such as the library, computing, networking, security, athletic services of the Head Landlord, all in a manner and to an extent satisfactory to the Head Landlord, the Landlord shall grant to the Tenant one option of renewal for a period described in the Basic Terms as the Second Renewal Term. This option of renewal shall be exercised by the Tenant by giving written notice to the Landlord a prior written notice of its exercise thereof not less than six (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (126) months prior to the expiry end of the immediately preceding Term electing to renew the Term for the Second Renewal Term on the same terms and conditions set forth in this Sub-Lease, save and except there shall be no further option of renewal, the Landlord shall have no obligations to do any work described as Landlord's Work, there shall be no fixturing period, and no rent forgiveness or tenant inducements, and the Rent. The Rent for the Second Renewal Term shall be determined as hereinafter provided. There shall be no further options of renewal of the Renewal Term.
27.6 Rent payable with respect to the Second Renewal Term shall be the greater, per month, of:
(a) the Rent paid per month during the last twelve (12) month period of the immediately preceding Term; or
(b) the fair market rental value for space of comparable size, quality and location to that of the Premises as at the commencement date of the then current Second Renewal Term.
27.7 The Parties shall make bona fide efforts to agree as to the fair market rental value with respect to the Premises for the Second Renewal Term. If however, the Parties have not agreed as to the amount of Rent by the sixtieth (60th) day prior to the commencement of the Second Renewal Term, then such Rent shall be determined by arbitration as referred to in Article 23.
27.8 If the Tenant fails to validly exercise an Option the second option of renewal within the prescribed time period referred to Renewin clause 27.5, the Tenant shall such option of renewal will be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of the Tenant shall have no further effect, and the Lease shall terminate at the expiry date options of the then current Term, without any rights or recourses whatsoever renewal in respect of the Tenant against the Landlord related theretothis Sub-Lease.
Appears in 1 contract
OPTION TO RENEW. Subject Pzena Investment Management, LLC only, as Tenant, shall have the one-time right, at its option, to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under renew the Lease, the Tenant shall have five as amended by this Amendment (5) options to renew the Lease (collectively, the “Options to RenewPremises Renewal Option”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods the entire Premises, for a renewal term (“Premises Renewal Term”) of five (5) years eachfrom and including November 1, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term2015. Each The Premises Renewal Term shall commence (“Premises Renewal Term Commencement Date”) on November 1, 2015 and shall terminate on October 31, 2020. Tenant shall exercise the option described herein by giving Landlord written notice of such election to renew (“Premises Renewal Notice”) not later than April 30, 2014, and upon the giving of such notice the Lease, as amended by this Amendment, shall thereupon be on deemed renewed for the entire Premises for the Premises Renewal Term with the same terms force and conditions effect as are contained if the Premises Renewal Term had originally been included in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions term of the Lease;
b, as amended by this Amendment. Time is of the essence with respect to Tenant’s Renewal Notice. The right of Tenant to renew the Lease, as amended by this Amendment, shall be conditioned upon (i) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive Event of whatsoever nature;
c) there shall be no further extension Default at the time of the Term or renewal Premises Renewal Notice and as of the Lease beyond the fifth Premises Renewal Term Commencement Date, (5th) Renewal Term, and the Options to Renew shall not apply anew; and
dii) the Base Rent payable for original Tenant named herein and its Affiliates occupying, in the aggregate, not less than ninety percent (90%) of the total rentable square footage of the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year as of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date Premises Renewal Notice and the Premises Renewal Term Commencement Date, and (iii) the Lease, as amended by this Amendment, being in full force and effect at the time of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date such option and as of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoPremises Renewal Term Commencement Date.
Appears in 1 contract
Samples: Lease Agreement (Pzena Investment Management, Inc.)
OPTION TO RENEW. Subject The Landlord hereby grants to the provisions of Section 5 of this Schedule “A”, provided Tenant one option to extend the Lease is in full force Term (the "Option") upon the following terms and effect, and further provided conditions:
(a) The Option shall give Tenant the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned right to extend the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have Term for one (1) additional five (5) options to renew year period (the Lease "Extended Term");
(collectively, the “Options to Renew”, and each, an “Option to Renew”b) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the give Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (of the “Notice of Renewal”) to be received by the Landlord Option no earlier than twelve (12) months prior nor later than six (6) months before the date the Lease Term would end but for said exercise;
(c) Tenant shall not have the right to exercise the expiry date Option if at the time of exercise Tenant is in material default under this Lease. The period of exercise for the Option shall not be extended for any period for which Tenant is unable to exercise the Option by reason of Tenant's material default;
(d) All terms and conditions of this Lease shall apply during the Extended Term except that Base Rent shall be determined as provided in Section 4.2 below; and,
(e) Once Tenant delivers notice of its exercise of the then current Term. If Option pursuant to (b) above, Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have may not yet been exercisedwithdraw such exercise, and these Options such notice of exercise shall operate to Renew together automatically extend the Lease Term; provided, however, if Tenant is in material default under this Lease (provided that Tenant's default with respect to any monetary obligation shall in all events be regarded as material) on the date an Extended Term is to begin, this Lease, at Landlord's election and upon written notice from Landlord specifying the default, shall not be extended pursuant to the provisions of this Section 3.2, but shall ipso facto become null and void and terminate on the last day of no further effect, and the Lease shall terminate at the expiry date Term. If Landlord determines that any exercise notice received from Tenant constitutes an ineffectual exercise of the Option, then current Term, without any rights or recourses whatsoever Landlord shall provide to Tenant notice of that fact within three (3) days following Landlord's receipt of the Tenant against the Landlord related theretoexercise notice.
Appears in 1 contract
Samples: Lease Agreement (Avanex Corp)
OPTION TO RENEW. Subject to (a) Provided that Landlord has not given Tenant notice of default more than two (2) times preceding the provisions Expiration Date, that there then exists no event of Section 5 default by Tenant under this lease nor any event that with the giving of this Schedule “A”, provided notice and/or the Lease is in full force and effectpassage of time would constitute a default, and further provided the that Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased sole occupant of the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five the right and option, exercisable by giving Landlord prior written notice thereof more than twelve (512) options months in advance of the Expiration Date, or the first extended Expiration Date, as the case may be, to renew extend the Lease term of this lease under the same terms and conditions (collectively, the “Options except for minimum annual rent and this option to Renew”, and each, an “Option to Renew”renew) as herein set forth for the Premises and the Expansion Premises two (if any), for further periods 2) additional terms of five (5) years each, except the first additional term to begin on the Expiration Date and the second additional term to begin on the first extended Expiration Date.
(b) The minimum annual rent for the fifth (5th) and final Option to Renew which first year of each additional term shall be equal to the greater of (i) the minimum annual rent then being paid by Tenant hereunder, or (ii) the fair market rental value of the Premises determined pursuant to subsection (c) hereof. The minimum annual rent for each subsequent year of each additional term shall be equal to the greater of (A) the minimum annual rent then being paid by Tenant hereunder, or (B) the amount which reflects the fair market increases in rental value of the Premises determined pursuant to subsection (c) hereof.
(c) For purposes of this Section 32, if Landlord and Tenant cannot agree as to the fair market rental value and related annual fair market increases in rental value of the Premises within thirty (30) days after receipt of Tenant's notice to Landlord under subsection 32(a), the fair market rental value and related annual fair market increases in rental value of the Premises shall be determined by appraisal. Within ten (10) days after the expiration of such thirty (30) day period, Landlord and Tenant shall give written notice to the other setting forth the name and address of an appraiser designated by the party giving notice. All appraisers selected shall be members of the American Institute of Real Estate Appraisers and shall have had at least ten (10) years continuous experience in the business of appraising office buildings in the greater Philadelphia, Pennsylvania area. If either party shall fail to give notice of such designation within the time period provided, then the party who has designated its appraiser (the "Designating Party") shall notify the other party (the "Non-Designating Party") in writing that the Non-Designating Party has an additional ten (10) days to give notice of its designation, otherwise the appraiser, if any, designated by the Designating Party shall conclusively determine the fair market rental value and related annual fair market increases in rental value of the Premises. If two appraisers have been designated, such appraisers shall attempt to agree upon the fair market rental value and related annual fair market increases in rental value of the Premises. If the two appraisers do not agree on the fair market rental value and related annual fair market increases in rental value of the Premises within twenty (20) days of their designation, the two appraisers shall designate a period third appraiser. If the two appraisers shall fail to agree upon the identity of a third appraiser within five (5) years minus one business days following the end of such twenty (120) day (each a “Renewal Term”)period, commencing on then either Landlord or Tenant may apply to the day immediately following American Arbitration Association, or any successor thereto having jurisdiction, for the expiry date settlement of the then current Term. Each Renewal Term shall be on dispute as to the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date designation of the Renewal Term third appraiser and the American Arbitration Association shall designate a third appraiser in questionaccordance with the Real Estate Valuation Arbitration Rules of the American Arbitration Association. The three appraisers shall conduct such hearings as they may deem appropriate, save shall make their determination of fair market rental value and except that:
a) the Tenant shall accept related annual fair market increases in rental value of the Premises in writing and shall give notice to Landlord and Tenant of such determination within twenty (20) days after the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date appointment of the Renewal Term third appraiser. If the three appraisers cannot agree upon the fair market rental value and related annual fair market increases in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in rental value of the Premises, each appraiser shall submit in writing to Landlord and all improvements, additions or modifications Tenant the fair market rental value and related annual fair market increases in rental value of the Premises as determined by such appraiser. The fair market rental value and related annual fair market increases in rental value of the Premises for the purposes of this paragraph shall be equal to the arithmetic average of the two closest fair market rental values and related annual fair market increases in rental value of the Premises that may be required shall be performed submitted by the Tenant, at appraisers. Each party shall pay its cost, own fees and expenses in compliance connection with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Termappraiser selected by such party under this Section, and the Options to Renew parties shall not apply anew; and
d) share equally all other expenses and fees of the Base Rent payable for arbitration, including the fees and expenses charged by the third appraiser. The fair market rental value and related annual fair market increases in rental value of the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together as determined in accordance with the provisions of this Section shall ipso facto become null be final and void binding upon Landlord and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoTenant.
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”Tenant shall, provided the this Lease is in full force and effect, that no uncured Event of Default exists under any of the terms and further provided the conditions of this Lease and Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then been in default more than three (3) times over the initial term of executing its obligations under the Lease, the Tenant shall have five one (51) options successive option to renew the this Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods a term of five (5) years eachyears, except for the fifth (5th) Premises in an "as is" condition and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions set forth in this Lease, except as are contained in modified by the Lease existing on the date immediately preceding the commencement date of the Renewal Term in questionterms, save covenants and except thatconditions set forth below:
a(1) the If Tenant shall accept the Premises and the Expansion Premises (if any) “as is”elects to exercise such option, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior with written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date expiration of the then current Termterm of this Lease. If Tenant fails to validly exercise an Option to Renewprovide such notice, the Tenant shall be deemed, for all legal purposes, have no further or additional right to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with extend or renew the provisions term of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate Lease.
(2) The Base Rent in effect at the expiry date expiration of the then current Term, without any rights term of this Lease shall be amended to reflect the current fair market rental for comparable space in the Building or recourses whatsoever Project and in other similar buildings in the San Mateo/Foster City/Redwood Shores area as of the date the renewal xxxx is to commence, taking into account the specific provisions of this Lease which will remain constant, and the Building amenities, location, identity, quality, age, conditions, term of lease, tenant improvements, services provided, and other pertinent items.
(3) Landlord shall advise Tenant against of the Landlord related thereto.new Base Rent for the Premises for the applicable renewal term which will be based on Landlord's reasonable determination of fair market rental value, as well as additional terms and conditions for the renewal term, no later than fifteen (15) business days after receipt of notice of Tenant's exercise of its option to
Appears in 1 contract
Samples: Sublease (Imanage Inc)
OPTION TO RENEW. Subject to Paragraph 4 of the provisions of Section 5 of this Schedule Second Amendment, entitled “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options to renew the Lease (collectively, the “Options Option to Renew”, and eachparagraph 6 of the Third Amendment, an entitled “Option to RenewExtend”) for , are deleted in their entireties and shall be of no further force or effect. However, in lieu of the Premises foregoing deleted option to renew and option to extend, and provided Tenant is not in default hereunder at the Expansion Premises (if any)time of exercise thereof, Tenant shall have the option to renew the Lease, as amended by this Fifth Amendment, for further periods one (1) additional term of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on upon the same terms and conditions as are contained the Lease, as amended by this Fifth Amendment, except as provided hereinafter. In order to exercise its option to renew for the renewal term, Tenant must notify Landlord in writing of the exercise of said option to renew at least one hundred eighty (180) days prior to the end of the Third Extended Term, or this option to renew shall terminate and expire and be of no further force or effect. However, if Tenant exercises its option to renew for the renewal term by giving the required notice above, then in such case the Lease, as amended by this Fifth Amendment, shall be renewed for a five (5) year term upon the same terms and conditions as the Lease, as amended by this Fifth Amendment, including without limitation, the same Annual and Monthly Base Rent in effect at the end of the Third Extended Term, increased as of the next Base Rent escalation date and on an annual basis thereafter as provided in paragraph 2 of this Fifth Amendment as if the renewal term were part of the Third Extended Term, except that Landlord shall provide Tenant with a with a refurbishment allowance (the “Allowance”) in the Lease existing on the date immediately preceding the commencement date amount of Six Dollars ($6.00) per rentable square foot of the Renewal Term in questionPremises, save and for use by Tenant for the costs of interior improvements actually made to the Premises by Tenant within six (6) months before or within six (6) months after the beginning of the renewal term, but except that:
a) for the Allowance, Tenant shall accept the Premises and the Expansion Premises (if any) “in "as is”, in their state " condition and condition existing on Landlord shall have no obligation to upfit or improve the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premisessame or provide any allowance therefor, and all improvements, additions or modifications Tenant shall not be deemed to have any additional renewal option. Any improvements made to the Premises that may be required by Tenant as provided above shall be performed by subject to the Tenant, at its cost, in compliance with the provisions terms and conditions of Section 6.1. of the Original Lease;
b, and Landlord shall pay to Tenant any portion of the Allowance earned by Tenant for such improvements within thirty (30) there days after receipt of copies of paid invoices and lien waivers from all applicable parties for such work. Any portion of the Allowance unused by Tenant within six (6) months before or within six (6) months after the beginning of the renewal term shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there forfeited to Landlord and Tenant shall be have no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related right thereto.
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease (a) Provided that Tenant is not in full force material default hereunder and effect, and further provided that the Tenant named herein (and not a sublessee or assignee, except a Permitted Transferee as defined herein) is STRONG/MDI SCREEN SYSTEMSthen occupying at least one-third of the entire Premises demised hereunder, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options the option to renew this Lease for one additional term of, at Tenant's option, six (6) months minimum to twenty four (24) months maximum commencing upon expiration of the Lease initial term of the Lease.
(collectivelyb) If Tenant wishes to exercise said option, Tenant must do so by written notice given to Landlord not less than six (6) months prior to expiration of the initial term.
(c) If the Tenant exercises said option, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term renewal lease shall be on all the same terms and conditions as are contained set forth herein as applicable to the initial term (as the initial term is defined in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in questionparagraph 3.1 hereof), save and except thatexcepting as follows:
a(i) the Tenant option so exercised shall accept the Premises and the Expansion Premises not itself be renewed; (if anyii) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having shall have no work obligation to perform in the Premises, and all improvements, additions pay for any alterations or modifications improvements to the Premises that (as the Premises may then be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth constituted); (5th) Renewal Term, and the Options to Renew shall not apply anew; and
diii) the Base Year shall be the calendar year in which such renewal term commences; and (iv) the Minimum Rent payable by Tenant for and during the applicable renewal period shall be an amount which is equal to 100% of the prevailing fair market rent for the Premises (excluding for the Expansion Premisesoption period as of the date of commencement of the applicable extended term, if any, for which no Base Rent is payable) during each Renewal Term as shall be mutually agreed upon in writing by Landlord and Tenant within thirty (30) days after exercise of option; the Base prevailing fair market value shall be net of leasing commissions and Tenant shall be solely responsible for leasing commissions should he retain the services of an agent. In no event shall the Minimum Rent payable for any extended term be less than the Minimum Rent in effect during the last year of the then current Term increased, preceding term. Landlord represents that Landlord is not obligated to pay to Xxxxxx/Collenette any commissions on a cumulative basis, on each anniversary date account of the commencement date option to renew. If the parties are unable to agree on the Minimum Rent for the extended term within such thirty (30) day period, then within ten (10) days after the expiration of such thirty (30) day period, each party, at its cost and by giving notice to the other party, shall appoint a real estate appraiser with at least five (5) years full time commercial appraisal experience in the area in which the Premises are located to appraise and set the Minimum Rent. If a party does not appoint an appraiser, the single appraiser appointed shall be the sole appraiser and shall set the Minimum Rent for the extended term. If the two appraisers are appointed by the parties as stated in this paragraph, they shall meet within thirty (30) days after the last appraiser isappointed and if, within ten (10) business day. after such first meeting, the two appraisers are unable to agree promptly upon the amount of the Renewal TermMinimum Rent for the extended term, commencing on said commencement datethey, themselves, shall within ten (10) business days thereafter appoint a third appraiser meeting the qualifications stated in this paragraph; in the event that the two appraisers are unable to agree upon the appointment of a third appraiser within such ten (10) business days, either of the parties to this Lease, by two percent given ten (2%)10) days notice to the other party, can apply to the then president of the 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 of the parties shall bear one-half of the cost of appointing the third appraiser and 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. In order the event of the failure, refusal or inability of any appraiser to validly exercise its Option act, his successor shall be appointed by him within a period of ten (10) days but, in the case of the third appraiser, his successor shall be appointed as hereinabove provided. Within thirty (30) days after the selection of the third appraiser, a majority of the appraisers shall set the Minimum Rent for the extended term. If a majority. of the appraisers are unable to Renewset the Minimum Rent within the stipulated period of time, the Tenant three appraisals shall provide to be added together and their total divided by three; the Landlord a prior written notice of its exercise thereof (resulting quotient shall be the “Notice of Renewal”) to Minimum Rent for the Premises during the extended term. If, however, the low appraisal and/or the high appraisal are/is more than 10% lower and/or higher than the middle appraisal, the low appraisal and/or the high appraisal shall be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Termdisregarded. If Tenant fails to validly exercise an Option to Renewonly one appraisal is disregarded, the Tenant remaining two appraisals shall be deemed, added together and their total divided by two; the resulting quotient shall be the Minimum Rent for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, Premises during the extended term. If both the low appraisal and the Lease high appraisal are disregarded as stated in this paragraph, the middle appraisal shall terminate at be the expiry date of Minimum Rent for the then current Term, without any rights or recourses whatsoever of Premises during the Tenant against the Landlord related theretoextended term.
Appears in 1 contract
Samples: Lease (Genesys Telecommunications Laboratories Inc)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided (a) Provided that:
(i) the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereofnot, and is not then at no time has been, in default during the term of executing its obligations under the this Lease, under any of the covenants, terms, conditions and provisions of this Lease; and
(ii) the Tenant shall have five (5) options has given to the Landlord written notice of the Tenant's intent to renew this Lease not less than six (6) months and not more than twelve (12) months before the date of expiry of the Term of this Lease; The Landlord hereby grants to the Tenant the option to renew this Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for a further periods term of five (5) years each, except for under the fifth terms and conditions specified in Section 15.2(b) of this Lease.
(5thb) and final Option Any renewal pursuant to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term this Section 15.2 shall be on the same terms and conditions as are contained in the Landlord's then current Standard Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except thatForm except:
a(i) any additional option to renew the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required renewal term shall be performed by negotiated upon the Tenant, at its cost, in compliance with the provisions 's notice to renew under Section 15.2(a) (ii) of the this Lease;
b(ii) there any net rent free period for the renewal term shall be no fixturing period, no allowance, no free rent period, nor negotiated upon the Tenant's notice to renew under Section 15.2(a)(ii) of this Lease; and
(iii) any other inducement, free occupancy period or other incentive leasehold improvement allowance for the renewal term shall be negotiated upon the Tenant's notice to renew under Section 15.2(a)(ii) of whatsoever nature;this Lease.
(c) there The annual Net Rent payable by the Tenant for the renewal term shall be agreed upon by the parties no further extension later than ninety (90) days prior to the date of expiry of the ================================================================================ Term of this Lease, or an amount as determined pursuant to an arbitration conducted in accordance with the Arbitrations Act of Ontario. If applicable, this Option shall constitute the required submission to arbitration. Notwithstanding anything contained in this Lease or in the Arbitrations Act of Ontario, the following provisions shall apply to any arbitration conducted hereunder:
(i) the request for arbitration shall be deemed to be made upon the 90th day prior to the date of expiry of the Term of this Lease;
(ii) each party shall then have fifteen (15) days within which to either agree upon the appointment of a sole arbitrator, or renewal to appoint their respective arbitrators, who shall in turn select a Chairman of the Lease beyond Board of Arbitration within a further period of ten (10) days;
(iii) if either party fails to appoint its arbitrator within the fifth aforesaid fifteen (5th15) Renewal Termday period, and then any arbitrator appointed within that period by the Options other party shall have the authority to Renew act as the sole arbitrator;
(iv) in awarding a new annual Net Rent, the arbitrator or arbitrators shall not apply anew; and
d) consider the Base Rent payable for fair market rental of the Premises as improved (excluding whether at the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year expense of the then current Term increased, on a cumulative basis, on each anniversary date of Landlord or the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%Tenant). In order to validly exercise its Option to Renew, the Tenant shall provide rent to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) be or expected to be received by the Landlord no earlier for similar premises within the Development increases in the consumer Price Index over the period of years comprising the Term, prevailing rents for similar premises within the vicinity, and the Landlord's rental plan for the Development indicating the highest and best use for the Premises.
(v) in any event, the annual Net Rent so awarded shall not be less than twelve the annual Net Rent payable by the Tenant to the Landlord during the Rental Year immediately preceding the Renewal Term; and
(12vi) months the arbitrator or arbitrators shall do all things necessary to ensure that the award is rendered prior to the expiry date of the then current Term. If Tenant fails , and may, in his or their discretion, if the award must be rendered thereafter, order interest to validly exercise an Option to Renew, be paid by the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions Landlord (at the rate specified in Section 4.8 of this Section shall ipso facto become null and void and Lease) on the amount of no further effectany difference between the annual Net Rent payable during the last Rental year of the Term, and the Lease shall terminate at annual Net Rent so awarded, from the expiry date of the then current Term, without any rights or recourses whatsoever expiry of the Tenant against Term to the Landlord related theretodate of payment. For the purposes hereof, "Consumer Price Index" shall mean the index for Ottawa - All items as published by Statistics Canada in its monthly catalogue report, or any replacement index or publication designed to convey relatively similar information.
Appears in 1 contract
Samples: Lease Extension Agreement (Avesta Technologies Inc)
OPTION TO RENEW. Subject 41.1 If the Tenant wishes to take a further lease (‘New Lease’) of the Property from the end of the Term at any time after and including 2120 to and including 2140 (‘Option Period’) and gives the Landlord not less than six months’ prior written notice during the Option Period then the Landlord will grant to the Tenant and the Tenant will accept from the Landlord the New Lease, provided the Tenant cannot require the Landlord to grant the New Lease to any person other than the Tenant.
41.2 The Tenant may only exercise the option to renew in respect of the whole of the Property and not in respect of part only; and
41.3 The New Lease shall:
(a) include all of the terms, requirements, covenants and conditions contained in this lease except to the extent that they are inconsistent with the terms of this clause;
(b) be for a term of 125 years beginning on and including the day following the last day of the Term;
(c) be at an initial annual rent of an amount equivalent to the annual rent payable by the Tenant at the end of the Term of this lease and then as revised pursuant to the provisions for rent review in the New Lease; and
(d) not include an option to renew the New Lease.
41.4 The Landlord will grant the New Lease with limited title guarantee.
41.5 The parties confirm that:
(a) the Landlord served a notice on the Tenant, as required by section 38A(3)(a) of Section 5 of the LTA 1954 and which applies to the tenancy to be created by the New Lease, not less than 14 days before this Schedule “A”lease was entered into; [and]
(b) [the Tenant] OR [[NAME OF DECLARANT], provided the Lease is in full force and effect, and further provided who was duly authorised by the Tenant to do so], made a [statutory] declaration dated [ ] 2015 in accordance with the requirements of section 38A(3)(b) of the LTA 1954 ;
41.6 If the Option is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Leaseexercised, the Tenant shall have five (5) options to renew will pay the Landlord's legal costs and disbursements incurred in connection with the grant of the New Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date completion of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the New Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.
Appears in 1 contract
Samples: Lease Agreement
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options the option to renew the this Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”"Renewal Option") for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day additional term of seven (each a “Renewal Term”)7) years, commencing upon the expiration of the initial Term of this Lease. The Renewal Option must be exercised, if at all, by written notice given by Tenant to Landlord not earlier than fifteen (15) full calendar months prior to expiration of the initial Term of this Lease and not later than twelve (12) full calendar months prior to expiration of the initial Term of this Lease. Notwithstanding the foregoing, at Landlord's election, the Renewal Option shall be null and void and Tenant shall have no right to renew this Lease pursuant thereto if on the day immediately following date Tenant exercises the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing option or on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
arenewal period (i) the Tenant shall accept originally named in this Lease is not in occupancy of at least eighty percent (80%) of the rentable square footage of the Premises and the Expansion Premises then demised hereunder or does not intend to continue to occupy at least eighty percent (if any80%) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, rentable square footage of the Tenant hereby renouncing Premises then demised hereunder (but intends to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions assign this Lease or modifications to sublease or vacate a portion of the Premises that may would result in such occupancy threshold not be required shall be performed by met), or (ii) Tenant is in default of any of its obligations under this Lease; provided, however, that in the Tenant, at its cost, in compliance with the provisions case of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew a non-monetary default hereunder where Landlord shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the have previously given Tenant shall provide to the Landlord a prior written notice of such default, Landlord may not exercise its election to void Tenant's exercise thereof (the “Notice of Renewal”) Tenant's renewal option unless Landlord gives written notice of such default to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant and Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretocure such default within five (5) business days thereafter.
Appears in 1 contract
Samples: Sublease (Aerohive Networks, Inc)
OPTION TO RENEW. Subject (a) Landlord hereby grants Tenant one (1) option to the provisions of Section 5 of this Schedule “A”, provided extend the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any)Term, for further periods one (1) additional consecutive period(s) of five (5) years eachyears, except for which would commence immediately upon the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date end of the then current Lease Term (such period, and if more than one, each such period being an "Option Term"). Each Renewal The Option Term shall be on upon the same terms and conditions as are contained provided in the Lease existing on Lease, except that the date immediately preceding Base Rent during the commencement Option Term will be the Prevailing Market Rent, as specified below in subparagraph (b). The Option Term shall be exercised by Tenant giving notice to Landlord, not later than 365 days prior to the expiration date of the Renewal then current Lease Term. If Tenant fails to provide such notice to Landlord on or before such date, Tenant's rights under this section shall be null and void. Additionally, Tenant's rights to extend the Lease Term in question, save for the Option Term shall be automatically null and except that:
a) void immediately if any of the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on following conditions occurs prior to the commencement date of the Renewal Option Term in question, or the exercise by Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
bOption Term: (a) there shall be no fixturing periodan Event of Default by Tenant under the Lease, no allowance, no free rent period, nor or (b) Tenant shall have assigned the Lease or sublet all or any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension potion of the Term Premises. This declaration is hereby attached to and made part of the lease agreement dated March ___, 2009 entered into by and between 1000 XXXXXXXX XXXXXX INVESTMENT LP, a Delaware limited partnership as Landlord and __________________________________________________, a _______________________ as Tenant. The undersigned, as Tenant, hereby confirms as of the _____ day of ________, _____ the following:
1. Tenant has accepted possession of the Premises on ____________, __________ able to occupy the same.
2. The Rent Commencement Date is _________, ________ and the obligation to commence the payment of rent commenced or renewal will commence on ________, _________.
3. All alterations and improvements required to be performed by Landlord pursuant to the terms of the Lease beyond to prepare the fifth entire Premises for Tenant's initial occupancy have been satisfactorily completed, and Tenant accepts the Premises in its current condition.
4. As of the date hereof, Landlord has fulfilled all of its obligations under the Lease.
5. The Lease is in full force and effect and has not been modified, altered, or amended, except pursuant to any instruments described above, if any.
6. There are no offsets or credits against Base Rent or Additional Rent, nor has any Base Rent or Additional Rent been prepaid except as provided pursuant to the terms of the Lease.
7. Tenant has no notice of any prior assignment, hypothecation, or pledge of the Lease or any Rent due under the Lease. WITNESS: TENANT: /s/ Karina Del Junco By: /s/ Rxxxxxx Xxxxx Karina Del Junco As: Secy
(5thb) Renewal Base Rent for each month during the Option Term shall be at a rate equal to the amount that a willing, comparable, renewal tenant with a renewal right at market would pay and a willing, comparable, landlord of a comparable office building in the market area would accept at arm's length, giving appropriate consideration to tenant improvements, brokerage commissions and other applicable terms and conditions of the tenancy in question (the "Prevailing Market Rate"). Within thirty (30) days following Tenant's delivery of the notice exercising the applicable Option Term, Landlord shall advise Tenant of the Prevailing Market Rate on a rentable square foot basis as of the beginning of the applicable Option Term. Within twenty (20) days of receipt of Landlord's notice and determination, Tenant shall advise Landlord, in writing, whether or not Tenant accepts or rejects the Prevailing Market Rate proposed by Landlord. Tenant's failure to accept or reject in writing the Prevailing Market Rate proposed by Landlord within such twenty (20) day period shall be deemed rejection by Tenant, and this Lease shall end on the expiration date of the then-current Lease Term. If Tenant rejects the rate specified by Landlord, \Tenant's rights under this section shall be null and void. If Tenant accepts such rate in writing, then the Base Rent during the applicable Option Term shall be said Prevailing Market Rate.
(c) The leasing of the Premises by Landlord to Tenant for any Option Term shall be upon and subject to all of the terms, provisions and conditions of the Lease, except that (i) once an Option Term is exercised by Tenant, the number of Option Terms remaining shall not include that Option Term, and if only one Option Term is granted or if Tenant exercises the Options to Renew last of multiple Option Terms, the renewal rights granted by this section shall not apply anewapply, so that in no event shall Tenant have the right to renew and extend this Lease beyond the last Option Term; and
d(ii) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of applicable Option Term shall be the then current Term increased, on a cumulative basis, on each anniversary date of Prevailing Market Rate determined in accordance with the commencement date of the Renewal Term, commencing on said commencement date, by two percent terms above; (2%). In order to validly exercise its Option to Renew, the iii) Tenant shall provide accept the Premises in their then "AS IS" condition, and Landlord shall not be required to perform any tenant finish or other work to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) Premises or to be received by the Landlord no earlier than twelve (12) months prior provide Tenant any tenant finish allowance or other allowance or inducement with respect to the expiry date of Premises; and (iv) the then current defined term "Lease Term" shall be deemed to include any Option Term when and if it becomes effective. If Once Tenant fails to validly shall exercise an Option to RenewTerm in accordance with the terms and conditions of this section, such Option Term shall become effective as provided herein automatically and without the necessity of further documentation; but nevertheless, at Landlord's request, Landlord and Tenant shall be deemedpromptly execute an amendment to this Lease in form and substance acceptable to both of them, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with reflecting the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date leasing of the then current Premises for the applicable Option Term, without any . There shall be no renewal rights or recourses whatsoever of the Tenant against the Landlord related theretoexcept as set forth in this section.
Appears in 1 contract
OPTION TO RENEW. Subject 27.1 Provided that the Tenant pays Rent and performs each and every one of the covenants, provisos and agreements herein contained on the part of the Tenant to be paid and performed punctually and in accordance with the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effectSub-Lease, and further provided that the Tenant is STRONG/MDI SCREEN SYSTEMShas interacted with the faculty and staff of the Head Landlord and used the services of the Head Landlord such as the library, INC. itself personallycomputing, has not assigned networking, security, athletic services of the Lease or Head Landlord, all in a manner and to an extent satisfactory to the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the LeaseHead Landlord, the Landlord shall grant to the Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods one option of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be renewal for a period of five described in the Basic Terms (5) years minus one (1) day (each a the “Renewal Term”), commencing on . This option of renewal shall be exercised by the day immediately following Tenant by giving written notice to the expiry date Landlord not less than six (6) months prior to the end of the then current Term. Each Term electing to renew the Term for the Renewal Term shall be on the same terms and conditions as are contained set forth in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in questionthis Sub-Lease, save and except that:
a) this option of renewal shall not form part of the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date Sub-Lease of the Renewal Term in questionTerm, the Tenant hereby renouncing Landlord shall have no obligation to all legal warranties related thereto; the Landlord having no do any work to perform in the Premisesdescribed as Landlord’s Work, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, and no allowance, no free rent period, nor any other inducement, free occupancy period forgiveness or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Termtenant inducements, and the Options to Renew Rent. The Rent for the Renewal Term shall not apply anew; andbe determined as hereinafter provided.
d) the Base 27.2 Rent payable for with respect to the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base greater, per month, of:
(a) the Rent payable paid per month during the last year twelve (12) month period of the then current Term increasedpreceding Term; or
(b) the fair market rental value for space of comparable size, on a cumulative basis, on each anniversary date quality and location to that of the Premises as at the commencement date of the Renewal Term.
27.3 The Parties shall make bona fide efforts to agree as to the fair market rental value with respect to the Premises for the Renewal Term. If however, commencing on said the Parties have not agreed as to the amount of Rent by the sixtieth (60th) clay prior to the commencement dateof the Renewal Term, then such Rent shall be determined by two percent (2%). In order arbitration as referred to validly in Article 23.
27.4 If the Tenant fails to exercise its Option the option of renewal within the prescribed time period referred to Renewin clause 27.1, such option of renewal will be null and void and the Tenant shall provide have no further options of renewal in respect of this Sub-Lease.
27.5 Provided that the Tenant, being entitled to do so, renews the Term of the Sub-Lease and pays Rent and performs each and every one of the covenants, provisos and agreements herein contained on the part of the Tenant to be paid and performed punctually and in accordance with the provisions of this Sub-Lease, and provided that the Tenant has interacted with the faculty and staff of the Head Landlord and used the services of the Head Landlord such as the library, computing, networking, security, athletic services of the Head Landlord, all in a manner and to an extent satisfactory to the Head Landlord, the Landlord shall grant to the Tenant one option of renewal for a period described in the Basic Terms as the Second Renewal Term. This option of renewal shall be exercised by the Tenant by giving written notice to the Landlord a prior written notice of its exercise thereof not less than six (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (126) months prior to the expiry end of the immediately preceding Term electing to renew the Term for the Second Renewal Term on the same terms and conditions set forth in this Sub-Lease, save and except there shall be no further option of renewal, the Landlord shall have no obligations to do any work described as Landlord’s Work, there shall be no fixturing period, and no rent forgiveness or tenant inducements, and the Rent. The Rent for the Second Renewal Term shall be determined as hereinafter provided. There shall be no further options of renewal of the Renewal Term.
27.6 Rent payable with respect to the Second Renewal Term shall be the greater, per month, of:
(a) the Rent paid per month during the last twelve (12) month period of the immediately preceding Term; or
(b) the fair market rental value for space of comparable size, quality and location to that of the Premises as at the commencement date of the Second Renewal Term.
27.7 The Parties shall make bona fide efforts to agree as to the fair market rental value with respect to the Premises for the Second Renewal Tenn. If however, the Parties have not agreed as to the amount of Rent by the sixtieth (60th) day prior to the commencement of the Second Renewal Term, then current Term. such Rent shall be determined by arbitration as referred to in Article 23.
27.8 If the Tenant fails to validly exercise an Option the second option of renewal within the prescribed time period referred to Renewin clause 27.5, the Tenant shall such option of renewal will be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of the Tenant shall have no further effect, and the Lease shall terminate at the expiry date options of the then current Term, without any rights or recourses whatsoever renewal in respect of the Tenant against the Landlord related theretothis Sub-Lease.
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the A. Tenant shall have five the right, at its election made in its sole discretion, to extend the Term (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to RenewRenewal Option”) for the Premises and the Expansion Premises additional periods set forth in Section 1.E (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on provided that each of the day immediately following occurs:
1. Landlord receives irrevocable written notice of exercise of the expiry date Renewal Option (the “Renewal Notice”), not less than twelve (12) full months prior to the expiration of the then current existing Term (or Renewal Term, as case may be); and
2. Each There is no uncured Event of Default beyond any applicable notice and cure period at the time that Tenant delivers the Renewal Notice.
B. The Renewal Term shall be on upon the same terms and conditions as are contained in this Lease except (i) Base Rent for the Lease existing on first year of the date applicable Renewal Term shall be equal to one hundred one percent (101%) of the Base Rent for the year immediately preceding the first year of the applicable Renewal Term and Base Rent shall increase by one percent (1%) annually during each Fixed Renewal Term and (ii) Base Rent for the first year of each of the FMV Renewal Terms shall be the Market Rate as determined in accordance with this Section 37.B, and the Base Rent shall increase by one percent (1%) annually thereafter following establishment of the Market Rate during each FMV Renewal Term. With respect to any FMV Renewal Term, “Market Rate” for the Premises shall mean the Base Rent rate that the Premises would be expected to be leased for, for a term commencing on the applicable commencement date of the such FMV Renewal Term and with a duration equal to the number of years in questionthe FMV Renewal Term, save in its then-existing condition, in an arms-length transaction between a willing landlord and except that:
awilling tenant in the commercial space market existing in the vicinity of the Premises at the time such rate is established. Such determination shall include consideration of all relevant factors, including: (i) the Tenant shall accept the Premises size, use and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date location of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvementsthe quality of, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Termcondition of, and the Options nature of the improvements in, the Building, including without limitation, the necessity to Renew remove such improvements, but shall not apply anewexclude the value of improvements installed by Tenant in such Premises that are to be removed by Tenant at the expiration of the Term; and
d(ii) other Comparable Buildings to the Base Rent payable for Building; (iii) other comparable leasing transactions in comparable locations in the vicinity of the Premises for new leases (excluding the Expansion Premises, if any, with appropriate adjustments for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%different size premises and different length terms). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at rents and concessions, allowances and commissions granted along with the expiry date other terms of such transactions; (iv) the then current Termfinancial condition of Tenant; and (v) the terms of this Lease, without any rights or recourses whatsoever of including (x) Rents payable by Tenant hereunder (in addition to the Tenant against Base Rent), and (y) the Landlord related theretoincreases in Base Rent provided for herein for the years following such FMV Renewal Term for which the Market Rate is being determined.
Appears in 1 contract
Samples: Master Lease Agreement (Cracker Barrel Old Country Store, Inc)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided Provided (a) the Lease is in full force and effect, (b) Tenant is not in default hereunder at the time of notification or commencement beyond the applicable notice to cure period, (c) neither the Premises nor any part thereof have been sublet, (d) the Lease has not been assigned, (e) Tenant is an occupant of the Building under this Lease and further provided intends to continue to use the Premises itself, and (f) that both at the time of notification and commencement there has been no material adverse change in the financial condition of the Tenant is STRONG/MDI SCREEN SYSTEMSas reasonably determined by Landlord, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five one (51) options option to renew the Lease for three (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (53) years each, except for (the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on ) by notice in writing delivered to Landlord not less than six (6) months prior to the day immediately following the expiry date expiration of the then current term of the Lease. All of the covenants, conditions and provisions of the Lease shall be applicable to each Renewal Term. Each , except that the Annual and Monthly Base Rent shall be adjusted to reflect the current fair market rental for the Premises as of the date each Renewal Term is to commence. Landlord shall be on advise Tenant of the same terms and conditions as are contained new monthly rental for a Renewal Term within thirty (30) days after a request therefor from Tenant; Landlord’s notification of the new rental may include an escalation to provide for a change in the Lease existing on fair market rental between the date immediately preceding time of notification and the commencement date of the Renewal Term Term. In no event shall the Annual and Monthly Base Rent be subject to determination or modification by any person, entity, court or authority other than as expressly set forth herein and in question, save no event shall the Annual and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of Monthly Base Rent for the Renewal Term in question, be less than the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable monthly rental during the last year of the then current Term increased, on a cumulative basis, on expiring term. As each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renewrenewal option is exercised, the Tenant shall provide to the Landlord a prior written notice number of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant remaining options shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoreduced accordingly.
Appears in 1 contract
Samples: Office Lease Agreement (Mountains West Exploration Inc)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the The Tenant shall have five be entitled to two (52) options to renew the Lease lease hereunder on and subject to the terms and conditions below:-
(collectively, the “Options a) Each renewal period shall be called a Renewed Term. The first option to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall renew will be for a period Renewed Term of five three (53) years minus one (1"First Renewed Term") day (each a “Renewal Term”), commencing on the day immediately following after the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options second option to Renew shall not apply anew; and
drenew will be for a Renewed Term of two (2) years less one day ("Second Renewed Term") commencing on the Base Rent payable for second day after the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year expiry of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal First Renewed Term, commencing on said commencement date, by two percent .
(2%). In order to validly exercise its Option to Renew, the b) The Tenant shall provide have given written notice ("Tenant's Renewal Notice") to the Landlord a prior written notice of its intention to exercise thereof its option to renew. The Tenant's Renewal Notice shall be given, in the case of the first option to renew, not later than three (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (123) months prior to the expiry date expiration of the then current Term and, in the case of the second option to renew, not later than three (3) months prior to the expiration of the First Renewed Term. If Tenant fails to validly exercise an Option to Renew.
(c) The revised Rent payable during the First Renewed Term shall be calculated by the formula of URA downtown core office rental index for fourth quarter 1996 $3.30 per sq ft X --------------------------------------- URA downtown core office rental Index for fourth quarter 1994 and the revised Rent payable during the Second Renewed Term shall be calculated based on the formula of URA downtown core office rental index for fourth quarter 1999 $3.30 per sq ft X --------------------------------------- URA downtown core office rental index for fourth quarter 1994 provided that if, within fourteen (14) days of receipt of the Landlord's final offer of the revised Rent, the Tenant shall not have confirmed in writting its acceptance of the Landlord's offer, the option hereby granted shall be deemed, for all legal purposes, deemed to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void lapsed and of no effect.
(d) In the event that the particular category of URA office rental index or by whatevername referred or called, is no longer in production or publication by URA, then its equivalent core or category will be used. In the further effectevent, that this latter core or category is no longer in production or publication, then the equivalent office rental index from M/s Xxxxxxx Xxxxx (Pte) Ltd will be applicable, failing which the equivalent office rent index from M/s Xxxxxx Xxxxx Xxxxxx Xxxx Chye Bailliue shall be applicable.
(e) At the time of service of the Tenant's Renewal Notice and the Lease shall terminate also at the time of expiry date of the then current Term, without Term or the First Renewed Term (as the case may be) there shall not be any rights existing breach or recourses whatsoever non-observance of any covenants and conditions on the part of the Tenant against to be observed or performed under the lease then in force in respect to the Premises.
(f) Each renewal shall be in respect of the whole of the Premises and not part or parts thereof unless otherwise agreed by the Landlord related theretoin writing.
(g) The new lease agreement for each Renewed Term shall be prepared by the Landlord at the Tenant's expense and shall contain similar covenants and provisions as herein contained and shall take into account the following:
(i) the revised Rent and revised Service Charge as agreed in accordance with the foregoing provisions; and
(ii) in the case of the lease for the First Renewed Term, there shall be provision for only one option to renew and, in the case of the lease for the Second Renewed Term, there shall be no provision for any further renewal of the lease.
(h) The Tenant shall execute and return to the Landlord or the Landlord's solicitors the engrossed new lease agreement (in duplicate) for that Renewed Term together with any additional Deposit, stamp fee and any other fees and expenses payable under the new lease agreement not later than two (2) weeks after receipt of the same from the Landlord's solicitors.
(i) The option or options, as the case may be, granted under this Clause shall lapse and be of no effect in the event of the Tenant's failure to comply with this Clause and the Landlord shall be free of all obligations whatsoever to grant to the Tenant any further term.
Appears in 1 contract
Samples: Lease Agreement (Four Media Co)
OPTION TO RENEW. Subject to (a) If the provisions of Section 5 term of this Schedule “A”, provided the Lease is shall then be in full force and effect, effect and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Leaseany applicable cure period, the Tenant shall have five (5) options the option to renew extend the term of this Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a the “Renewal Term”), ) commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in questionExpiration Date, save and except that:
a) the provided however that Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the give Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (election to extend the “Notice of Renewal”) to be received by the Landlord term no earlier later than twelve (12) months prior to the expiry date Expiration Date of the then current Term. TIME BEING OF THE ESSENCE in connection with the exercise of Tenant’s option pursuant to this Article.
(b) Such extension of the term of this Lease shall be upon the same covenants and conditions, as herein set forth except for the Fixed Basic Rent (which shall be determined in the manner set forth below), and except that Tenant shall have no further right to extend the term of this Lease after the exercise of the single option described in paragraph (a) of this Section. If Tenant shall duly give notice of its election to extend the term of this Lease, the Renewal Term shall be added to and become a part of the Term of this Lease (but shall not be considered a part of the initial Term), and any reference in this Lease to the “Term of this Lease”, the “Term hereof”, or any similar expression shall be deemed to include such Renewal Term, and, in addition, the term “Expiration Date” shall thereafter mean the last day of such Renewal Term. Landlord shall have no obligation to perform any alteration or preparatory or other work in and to the Premises or provide a tenant improvement allowance and Tenant shall continue possession thereof in its “as is” condition.
(c) If Tenant exercises its option for the Renewal Term, the Fixed Basic Rent during the Renewal Term shall be the fair market rent for the Premises, as hereinafter defined.
(d) Landlord and Tenant shall use their best efforts, within sixty (60) days after the later of: (i) the date Landlord receives Tenant’s notice of its election to extend the Term of this Lease for the Renewal Term; or (ii) the date that is twelve (12) months prior to the Expiration Date (“Negotiation Period”), to agree upon the Fixed Basic Rent to be paid by Tenant during the Renewal Term. If Landlord and Tenant fails to validly exercise an Option to Renewshall agree upon the Fixed Basic Rent for the Renewal Term, the Tenant parties shall promptly execute an amendment to this Lease stating the Fixed Basic Rent for the Renewal Term.
(e) If the parties are unable to agree on the Fixed Basic Rent for the Renewal Term during the Negotiation Period, then within fifteen (15) days after notice from the other party, given after expiration of the Negotiation Period, each party, at its cost and upon notice to the other party, shall appoint a person to act as an appraiser hereunder, to determine the fair market rent for the Premises for the Renewal Term. Each such person shall be deemeda real estate broker or appraiser with at least ten years’ active commercial real estate appraisal or brokerage experience (involving the leasing of office space as agent for both landlords and Tenants) in the County of Xxxxxx. If a party does not appoint a person to act as an appraiser within said fifteen (15) day period, for all legal purposesthe person appointed by the other party shall be the sole appraiser and shall determine the aforesaid fair market rent. Each notice containing the name of a person to act as appraiser shall contain also the person’s address. Before proceeding to establish the fair market rent, the appraisers shall subscribe and swear to an oath fairly and impartially to determine such rent. If the two appraisers are appointed by the parties as stated in the immediately preceding paragraph, they shall meet promptly and attempt to determine the fair market rent. If they are unable to agree within forty-five (45) days after the appointment of the second appraiser, they shall attempt to select a third person meeting the qualifications stated in the immediately preceding paragraph within fifteen (15) days after the last day the two appraisers are given to determine the fair market rent. If they are unable to agree on the third person to act as appraiser within said fifteen (15) day period, the third person shall be appointed by the American Arbitration Association (the “Association”), upon the application of Landlord or Tenant to the office of the Association nearest the Building. The person appointed to act as appraiser by the Association shall be required to meet the qualifications stated in the immediately preceding paragraph. Each of the parties shall bear fifty percent (50%) of the cost of appointing the third person and of paying the third person’s fees. The third person, however selected, shall be required to take an oath similar to that described above. The three appraisers shall meet and determine the fair market rent. A decision in which two of the three appraisers concur shall be binding and conclusive upon the parties. In deciding the dispute, the appraisers shall act in accordance with the rules then in force of the Association, subject however, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with such limitations as may be placed on them by the provisions of this Section Lease. Notwithstanding the foregoing, in no event shall ipso facto become null the Fixed Basic Rent during the Renewal Term be less than the Fixed Basic Rent during the last year of the Term of this Lease immediately preceding the Renewal Term.
(f) After the fair market rent for the Renewal Term has been determined by the appraiser or appraisers and void the appraiser or appraisers shall have notified the parties, at the request of either party, both parties shall execute and deliver to each other an amendment of no further effectthis Lease stating the Fixed Basic Rent for the Renewal Term.
(g) If the Fixed Basic Rent for the Renewal Term has not been agreed to or established prior to the commencement of the Renewal Term, then Tenant shall pay to Landlord an annual rent (“Temporary Rent”) which Temporary Rent shall be equal to one hundred ten percent (110%) of the Fixed Basic Rent payable by Tenant for the last year of the Term immediately preceding the Renewal Term. Thereafter, if the parties shall agree upon a Fixed Basic Rent, or the Fixed Basic Rent shall be established upon the determination of the fair market rent by the appraiser or appraisers, at a rate at variance with the Temporary Rent (i) if such Fixed Basic Rent is greater than the Temporary Rent, Tenant shall promptly pay to Landlord the difference between the Fixed Basic Rent determined by agreement or the appraisal process and the Temporary Rent, or (ii) if such Fixed Basic Rent is less than the Temporary Rent, Landlord shall credit to Tenant’s subsequent monthly installments of Fixed Basic Rent the difference between the Temporary Rent and the Fixed Basic Rent determined by agreement or the appraisal process.
(h) In describing the fair market rent during the Renewal Term, the appraiser or appraisers shall be required to take into account the rentals at which leases are then being concluded (as of the last day of the Term) (for five (5) year leases without renewal options with the Landlord and Tenant each acting prudently, with knowledge and for self-interest, and assuming that neither is under undue duress) for comparable space in the Building and in comparable office buildings in the County of Xxxxxx.
(i) The option granted to Tenant under this Article 32 may be exercised only by Tenant, its affiliates, permitted successors and assigns, and not by any subtenant or any successor to the interest of Tenant by reason of any action under the Bankruptcy Code, or by any public officer, custodian, receiver, United States Trustee, trustee or liquidator of Tenant or substantially all of Tenant’s property. Tenant shall have no right to exercise this option subsequent to the date Landlord shall have the right to give the notice of termination referred to in Article 10 of the Lease unless Tenant cures the default within the applicable grace period. Notwithstanding the foregoing, Tenant shall terminate have no right to extend the term if, at the expiry date time it gives notice of its election (i) Tenant shall not be in occupancy of substantially all of the then current Premises or (ii) more than twenty-five percent (25%) of the Premises shall be the subject of a sublease. If Tenant shall have elected to extend the term, such election shall be (at Landlord’s sole option) deemed withdrawn if, at any time after the giving of notice of such election and prior to the commencement of the Renewal Term, without any rights or recourses whatsoever Tenant shall sublease more than twenty-five percent (25%) of the Tenant against Premises or assign Tenant’s interest in this Lease. EACH PARTY AGREES that it will not raise or assert as a defense to any obligation under this Lease, or make any claim that this Lease is invalid or unenforceable, due to any failure of this document to comply with ministerial requirements, including requirements for corporate seals, attestations, witnesses, notarizations or other similar requirements, and each party hereby waives the Landlord related thereto.right to assert any such defense or make any claim of invalidity or unenforceability due to any of the foregoing. THE PARTIES to this Lease have executed and delivered this Lease as of the date set forth above. LANDLORD: TENANT: MAPLE 4 CAMPUS L.L.C. ARNO THERAPEUTICS, INC. By: Xxxx-Xxxx Realty, L.P., member By: Xxxx-Xxxx Realty Corporation, its General partner By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxx, M.D. Title: Executive Vice President Title: Chief Executive Officer
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided Provided that the Tenant is STRONG/MDI SCREEN SYSTEMSnot in breach and has punctually met and performed each and every one of the covenants, INC. itself personally, has not assigned provisos and agreements herein contained on the Lease or part of the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the LeaseTenant to be performed, the Landlord will, at the expiration of the Term and on the written request of the Tenant shall have five (5) options delivered or mailed to renew the Landlord not later than six months before the expiration of the Term, grant to the Tenant a renewal of this Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for of the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period further term of five (5) 3 years minus one (1) day (each a “Renewal Term”), commencing on from the day immediately following the expiry date end of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in this Lease, except as to Rent, any abatements of rent, any contributions by the Landlord to the cost of Leasehold Improvements, any other incentives provided by the Landlord, and this right of renewal. The Landlord and the Tenant will make all reasonable efforts to reach agreement as to the annual rent for such 3 year period not more than three months prior to the commencement of such 3 year period and not less than two months prior to the commencement of such 3 year period and failing such agreement such annual rent will be fixed under the provisions of the Commercial Arbitration Act, R.S.B.C. 1996, c. 55, and will be the fair market rent for the Premises, having regard to the rent then currently being charged for premises of a like kind, of a like age and condition, and in comparable locations in the Lease existing City of New Westminster. Such annual rent will in any event be not less than the annual rent fixed in respect of the previous period for which annual rent has been fixed under this Lease. WHEREFORE the parties to this lease have executed this lease as of the date first given above. Per: "Xxxxx Xxxx" Authorized Signatory Xxxx Enterprises Corp. ("Landlord") Per: "Xxxxxxxx Xxxxxxxxx" Authorized Signatory Plan of Premises referred to 1.1 (6): To be inserted or provided separately Rules and Regulations referred to in paragraph 4.5 of this lease.
1. No animals will be allowed on the date immediately preceding Premises, without the commencement date written permission of the Renewal Term Landlord, and no birds or animals may be fed on the Property.
2. The Premises will not be used as overnight sleeping accommodation, nor for manufacturing, nor for auction sales. The address of the Premises will not be given in question, save an advertisement for laborers without the Landlord’s approval.
3. Windows will not be left open so as to admit rain or snow. All doors and windows will be securely closed and locked and all water faucets and electric lights (except that:
adisplay lighting) turned off before the Tenant leaves the Premises.
4. The Tenant shall accept not alter any existing locks nor attach any additional locks or similar devices to any door or window without the consent of the Landlord and the Landlord shall be permitted to retain one copy of all keys to the Premises.
5. The Tenant shall not make any duplicate keys without the consent of the Landlord. All keys in respect of the Premises and the Expansion Building will be delivered to the Landlord immediately after the lease has terminated.
6. The Tenant shall provide adequate receptacles for garbage and waste within the Premises (if any) “as is”, and all of the Tenant's garbage and waste will be placed in their state such containers.
7. The following conduct is prohibited in the Building and condition existing on the commencement date Property without the prior written consent of the Renewal Term in questionLandlord: canvassing, soliciting or peddling; installation of vending machines; obstruction of any sidewalk, entrance, elevator, stairway, corridor, hall, window, door or any other area outside the Premises except for access to the Premises.
8. The Tenant shall not bring on the Premises any heavy equipment, motors, explosives, or other articles or substances of a dangerous nature, or anything else which might damage the Building or anything on the Property, without the consent of the Landlord. If it consents, the Landlord may prescribe the weight, time, and manner of the transportation or location of any heavy object brought into the Building or onto the Property.
9. Freight or bulky matter of any description shall only be received in or carried in the building during hours approved by the Landlord.
10. The Tenant hereby renouncing shall employ efficient janitors or cleaners to all legal warranties related thereto; wash and otherwise clean in a reasonable manner the Landlord having no work to perform in Premises, including windows.
11. The Tenant shall keep properly painted the painted portions of the Premises, and all improvements, additions or modifications to will install in the Premises that may be required shall be performed only such window shades, drapes and floor coverings, and to apply only such wall coverings and paints as are first approved in writing by the TenantLandlord, at its cost, in compliance with the provisions of the Lease;
b) there shall such approval not to be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Termunreasonably withheld, and to cause the Options same to Renew be installed or applied by competent workmen.
12. The Tenant shall not apply anew; and
d) the Base Rent payable for maintain any washrooms in the Premises (excluding in a clean and sanitary condition.
13. If the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be Premises are on the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renewground floor, the Tenant shall provide remove snow and ice from the Premises, Building, and Property attached thereto and deposit salt or a similar substance as may be reasonably required to make the Premises, Building, and Property safe.
14. Outside normal business hours, the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.may:
Appears in 1 contract
OPTION TO RENEW. Subject 10.1 In this Clause: Contractual Term the contractual term granted by this Lease; Further Lease the further lease to be granted by the Landlord to the Tenant on the terms referred to in Clause 10.3 pursuant to the exercise of the Option; and Option the option of the Tenant for the grant by the Landlord to it of the Further Lease pursuant to this clause 10.
10.2 The Tenant may exercise the Option not more than 18 months nor later than 12 months before the expiry of the Contractual Term by the Tenant giving notice to the Landlord to that effect.
10.3 The Further Lease is to be on the following terms:
10.3.1 the term is to be for five years commencing on the expiry of the Contractual Term;
10.3.2 the Rent Commencement Date is to be the date of commencement of the term granted by the Further Lease;
10.3.3 the rent reserved is to be the yearly rent reserved under this Lease immediately preceding the expiry of the Contractual Term and the review date for the purposes of the third schedule of the Further Lease is to be the date of commencement of the term granted by the Further Lease and for the purposes of the Third Schedule to the Further Lease, the term of the lease from the willing landlord to the willing tenant will be ten years and the provisions of Section 5 paragraph 2.2 of the Third Schedule will not apply;
10.3.4 the covenants and conditions (including the proviso for re-entry but excluding these provisions for an option for a Further Lease) in this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, apart from the Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises yearly rent reserved and the Expansion Premises (if any)rent review dates, for further periods are to be incorporated in the Further Lease with such appropriate adjustments as to dates and times as the passage of five (5) years each, except for time renders necessary; and
10.3.5 any Guarantor is to be a party to the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be Further Lease on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date apply to this Lease.
10.4 In pursuance of the Renewal exercise of the Option, as soon as practicable following expiry of the Contractual Term in question, save the Landlord shall grant and except that:
a) the Tenant shall accept the Premises and grant of the Expansion Premises (if any) “as is”Further Lease, in their state and condition existing on unless:
10.4.1 this Lease has been terminated before the commencement expiry of the Contractual Term; or
10.4.2 the Tenant is at the date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions exercise of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period Option or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever Contractual Term in breach of the Tenant against the Landlord related theretoits obligation to pay Rent.
Appears in 1 contract
Samples: Lease (BlackRock Inc.)
OPTION TO RENEW. Subject to the provisions of Section 5 of 43.1 Provided that this Schedule “A”, provided the Lease is in full force and effect, effect and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then currently in default of executing its obligations under the Leasehereunder, the Tenant shall have five the option to extend the original term of this Lease for one (51) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a extension period of five (5) years minus one (1) day (each a “"Renewal Term”), ") commencing on upon the day immediately following the expiry date expiration of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date original term of the Renewal Term in questionthis Lease, save and except that:
a) the provided that Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the give Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of the exercise of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than option at least twelve (12) months prior to the expiry date of the then current TermExpiration Date. If Tenant fails to validly exercise an Option to Renew, the Tenant The Renewal Term shall be deemedon the same terms, covenants and conditions as are contained in this Lease for all legal purposesthe original term except for:
(i) the provisions of Section 1.4
(a) respecting the fixed rent, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together shall be payable during the Renewal Term in accordance with the provisions of Section 43.2;
(ii) the provisions of Section 1.4(c);
(iii) the covenants relative to the preparation of the Demised Premises by Landlord contained in Article 3 of this Lease;
(iv) the Tenant Improvement Allowance contained in Article 42 of this Lease;
(v) the Option to Renew contained in this Article 43; none of which shall be applicable to the Renewal Term. In addition, following Tenant's exercise of the option to extend the original term of this Lease for the Renewal Term, the Expiration Date referred to in Section 1.3 shall ipso facto become null and void and be deemed to be the last day of the Renewal Term or such earlier date upon which the term of this Lease may expire or be canceled or terminated. In no event shall Tenant shall have any further effectright of renewal beyond the Renewal Term. Any termination or expiration of this Lease during the original term shall terminate all rights of renewal hereunder.
43.2 The provisions of Section 1.4 of this Lease shall not be applicable to the Renewal Term. The fixed rent payable during each year of the Renewal Term shall be the amount determined by (a) multiplying Thirty-Eight Dollars ($38.00) by the number of rentable square feet then contained in the Demise Premises, and adding thereto (b) the Lease amount determined by multiplying the number of rentable square feet then contained in the Demised Premises by the amount of all increases in the Electrical Charge or Adjusted Electrical Charge pursuant to Article 16 of this Lease, provided, however, that in no event shall terminate at the expiry date of fixed rent during the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoRenewal Term be less than One Million Five Hundred Seventy Thousand One Hundred Sixty Dollars.
Appears in 1 contract
Samples: Lease (Merit Behavioral Care Corp)
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided If the Tenant is STRONG/MDI SCREEN SYSTEMSnot in default under the terms, INC. itself personallycovenants and provisions contained in this Lease Tenants at the date of the giving of the Tenant's notice hereinafter referred to and, if the Tenant has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then been habitually in default in the performance of executing its obligations under the Leasecovenants, provisos and agreements herein contained and on the part of the Tenant to be performed, then, the Tenant shall have five the option of renewing this Lease for a further term of THREE (53) options YEARS upon the expiration of the herein term provided that the Tenant shall have the option, at least six (6) months prior to renew the expiration of the initial term but such written notice may not and shall not be given earlier than nine (9) months prior to the expiration of the initial term. In the event that the Tenant shall exercise the option as aforesaid, then the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which such additional consecutive term shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on upon the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in questionthis Lease, save and except that:
(a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there There shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
cadditional option to renew; and (b) there The annual Minimum Rent for such additional consecutive term shall be no further extension of as mutually agreed upon in writing by the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, Tenant and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry expiration of the initial term. The annual Minimum Rent payable in such additional consecutive term shall be based upon the prevailing market rate for similar space located in a building of the same quality as the Building in the municipality in which the Building is located, in effect as at the expiration date of the then current Termexpiring period of this Lease. In the event that the Tenant and the Landlord cannot mutually agree upon the annual Gross Rent for such additional consecutive terms, then the disagreement shall be referred to arbitration. The provision of this paragraph shall be deemed to be a submission to arbitration within the provisions of The Arbitration Act, and any statutory modification or re-enactment thereof. If the original term or any renewal period has expired and, the Landlord and Tenant fails are proceeding to validly exercise an Option to Renewarbitrate the Minimum Rent for the subsequent renewal period then, until such arbitration becomes final and binding, the annual Minimum Rent paid by the Tenant shall be deemed, as determined by the Landlord acting reasonably using the prevailing market rate for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with similar space in the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date area located in a building of the then current Termsame quality as the Building and, without any rights or recourses whatsoever adjusted upon receipt of the Tenant against the Landlord related theretoArbitrator's decision.
Appears in 1 contract
OPTION TO RENEW. Subject to (a) If the provisions of Section 5 term of this Schedule “A”, provided the Lease is shall then be in full force and effect, effect and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing complied fully with its obligations under the Leasehereunder, the Tenant shall have five the option to extend the term of this Lease for one period of three (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (53) years each, except for (the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “‘Renewal Term”), ’) commencing on the day immediately following the expiry date Expiration Date; provided, however, that Tenant shall give Landlord notice of its election to extend the term no later than sixty (60) days prior to the Expiration Date of the then current Term. Each This Lease may continue for two (2) successive Renewal Terms and will be renewed at the end of each Renewal Term; provided, however that, Tenant shall give Landlord notice of its election to extend the term no later than sixty (60) days prior to the Expiration Date of the Renewal Term.
(b) Any extension of the term of this Lease shall be upon the same terms, covenants and conditions, as herein set forth, except that the Fixed Basic Rent shall be $5,100 per month for the first Renewal Term ($5.10 annual per square foot rent based on 12,000 gross rentable square feet), subject to any Property Tax Adjustment, and $5,400 per month for the second Renewal Term ($5.40 annual per square foot rent based on 12,000 gross rentable square feet), subject to any Property Tax Adjustment. If Tenant shall duly give notice of its election to extend the term of this Lease, the Renewal Term shall be on the same terms added to and conditions as are contained in the Lease existing on the date immediately preceding the commencement date become a part of the Renewal Term of this Lease (but shall not be considered a part of the initial Term), and any reference in question, save and except that:
a) this Lease to the Tenant shall accept the Premises and the Expansion Premises (if any) “as isTerm of this Lease”, the “Term hereof”, or any similar expression shall be deemed to include such Renewal Term, and, in their state and condition existing on the commencement date of the Renewal Term in questionaddition, the Tenant hereby renouncing to all legal warranties related thereto; term “Expiration Date” shall thereafter mean the last day of such Renewal Term. Landlord having shall have no work obligation to perform any alteration or preparatory or other work in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, provide a tenant improvement allowance and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of continue possession thereof in its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto"as is" condition.
Appears in 1 contract
Samples: Building Lease (Integrated Environmental Technologies, Ltd.)
OPTION TO RENEW. Subject Landlord hereby grants Tenant the option to renew (the "RENEWAL OPTION") the initial Term (not to include, for purposes of this SECTION 1.4 only, any Renewal Term, as hereinafter defined) for one (1) additional term of 60 months (the "RENEWAL TERM"), commencing as of the date immediately following the expiration of the initial Term, such option to be subject to the provisions following covenants and conditions:
(i) Tenant shall give Landlord notice (the "RENEWAL NOTICE") of Section 5 Tenant's election to exercise its Renewal Option not later than 180 days prior to the expiration of this Schedule “A”the initial Term of the Lease; provided that Tenant's failure to give the Renewal Notice by said date, provided whether due to Tenant's oversight or failure to cure any existing defaults or otherwise, shall render the Lease Renewal Option null and void.
(ii) Tenant shall not be permitted to exercise any Renewal Option at any time during which Tenant is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options subject to renew the Lease (collectively, the “Options to Renew”, applicable notice and each, an “Option to Renew”) for the Premises and the Expansion Premises cure periods (if any). If Tenant fails to cure any default under the Lease prior to the commencement of the Renewal Term, subject to applicable notice and cure periods, the Renewal Term shall be immediately canceled, unless Landlord elects to waive such default, and Tenant shall forthwith deliver possession of the Premises to Landlord as of the expiration or earlier termination of the initial Term of the Lease.
(iii) Tenant shall be deemed to have accepted the Premises in "as-is" condition as of the commencement of the Renewal Term, subject to any other repair and maintenance obligations of Landlord under the Lease, it being understood and agreed that Landlord shall have no additional obligation to renovate or remodel the Premises or any portion of the Building as a result of Tenant's renewal of the Lease.
(iv) The covenants and conditions of the Lease in force during the initial Term, as the same may be modified from time to time, shall continue to be in effect during the Renewal Term, except that the "Base Rent" for further periods the Renewal Term shall be at the rate then prevalent in Miami-Dade County, Florida for similar properties (the "FAIR MARKET RENTAL VALUE"), but in no event shall such rate be less than the Base Rent for the year immediately preceding the first year of such Renewal Term, and shall escalate annually at the rate of three percent (3%). Following receipt by Landlord of the Renewal Notice, Landlord shall notify Tenant of the "fair market rental value" of the Premises as of the commencement of the Renewal Term. If Tenant disputes Landlord's opinion, Tenant shall have the right, by written notice to Landlord given within 20 days after receiving Landlord's notice of the "fair market rental value", to object to the amount thereof. Failure by Tenant to give notice of objection within such 20-day period (time being of the essence) shall constitute an acceptance by Tenant of the "fair market rental value" as determined by Landlord. If Tenant shall so object, Tenant shall, at its cost and expense, engage an appraiser who is a member of the Appraisal Institute and who has at least five (5) years eachexperience in the appraisal of similar buildings in the Miami-Dade County, except Florida area, to determine the "fair market rental value" of the Premises as of the commencement of the Renewal Term. Such appraiser shall render his or her report to Landlord and Tenant not later than 30 days after the date of Tenant's notice of objection to the "fair market rental value" as determined by Landlord. If such appraiser shall fail to render such report within said 30-day period (time being of the essence), Tenant's objection to the "fair market rental value" as determined by Landlord shall conclusively be deemed to have been waived and the Base Rent for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on as determined by Landlord. If the appraiser shall render his or her report within such 30-day period and the "fair market rental value" so determined shall not be acceptable to Landlord, Landlord shall have the right, at its cost and expense, to so notify Tenant. Landlord shall then select an appraiser (having the same terms and conditions qualifications as are contained in those set forth above) to determine the Lease existing on "fair market rental value" of the date immediately preceding Premises as of the commencement date of the Renewal Term in questionTerm. In the event that the two appraisals shall determine a "fair market rental value" which shall not differ by more than 5% of the lower rent, save the "fair market rental value" shall be deemed to be the average of the two appraisals. If the two appraisals shall differ by more than such 5% amount, then the two appraisers shall select a third appraiser, and except that:
a) the "fair market rental value" of the Premises as determined by such third appraiser shall be binding and conclusive upon Landlord and Tenant. The appraiser for Landlord and the appraiser for Tenant shall accept select such third appraiser within 10 days after Landlord notifies Tenant that such third appraisal is required. The said third appraiser shall be instructed to render his or her report to Landlord and Tenant not later than 30 days after the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the his or her engagement.
(v) Tenant's Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may Option shall not be required shall be performed transferable by the Tenant, at its cost, except in compliance conjunction with a permissible transfer in accordance with the applicable provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, no event shall a subtenant have the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced right to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoa Renewal Option.
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five one (51) options to renew the Lease option (collectively, the “Options to Renew”, and each, an “Option to RenewRenewal Option”) for to extend the Premises and the Expansion Premises (if any), for further periods Term of five (5) years each, except for the fifth (5th) and final this Lease. The Renewal Option to Renew which shall be for a period of five two (52) years minus one (1) day (each a the “Renewal Term”), commencing on the day immediately following the expiry date of the then current TermJanuary 1, 2020, and ending on December 31, 2021. Each The Renewal Term shall be on all the provisions contained in this Lease, including Base Rent. If Tenant elects to exercise its Renewal Option, such Renewal Option shall be exercised by Tenant giving written notice of its exercise of such Renewal Option (the “Renewal Notice”) to Landlord at least six (6) months, but not more than twelve (12) months, before the expiration of the initial Term. If a Renewal Notice is not sent timely, the Renewal Option shall be null and void. Tenant shall have no right to extend the Term or renew the Lease beyond the Renewal Term provided herein. The Renewal Option is personal to Tenant and may not be exercised or assigned, voluntarily or involuntarily, by or to any person or entity other than Tenant. The Renewal Option is not assignable separate and apart from this Lease. If, at the time that the Renewal Option is exercisable by Tenant, this Lease has been assigned, or a sublease exists, such Renewal Option shall be deemed null and void and Tenant, any assignee, or any sublessee, shall not have the right to exercise such Renewal Option. Tenant shall have no right to exercise the Renewal Option (i) if, at the time permitted for the exercise of such Renewal Option, or at any time prior to the commencement of the Renewal Term, an event of default has occurred under any of the provisions of this Lease, or (ii) if Landlord has given to Tenant two (2) or more notices of default under this Lease during the twelve (12) month period prior to the time that Tenant intends to exercise such Renewal Option. All Rent payable during the Renewal Term shall be payable in the same manner and under the same terms and conditions as are contained in Rent is paid during the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save initial Term. Landlord and except that:
a) the Tenant shall accept the Premises execute and deliver appropriate documentation to evidence any renewal of this Lease and the Expansion Premises (if any) “as is”, in their state terms and condition existing on the commencement date conditions of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor this Lease during any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.
Appears in 1 contract
Samples: Lease Agreement
OPTION TO RENEW. Subject to (a) Effective on the provisions Additional Leased Premises Term Commencement Date, Section 8.1(a) of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, shall be replaced in its entirety with the following (the remainder of Section 8.1 shall remain unchanged, except as set forth below): “Landlord hereby grants to Tenant shall have five one (51) options to renew the Lease option (collectively, the “Options to Renew”, and each, an “Option to RenewOption”) to extend the term of this Lease for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a an additional period of five (5) years minus one (1) day (each a the “Renewal Option Term”), commencing all on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be terms and conditions:”
(b) Effective on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Additional Leased Premises Term in questionCommencement Date, save and except that:
aSection 8.1(a)(1) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there , as amended by Paragraph 9 of the First Amendment, shall be no fixturing periodreplaced in its entirety with the following (the remainder of Section 8.1 shall remain unchanged, no allowanceexcept as set forth above): “Tenant shall have the right to exercise the Option, no free rent periodin its sole discretion, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Leased Premises (excluding meaning the Expansion Premisesentire Building and not a portion thereof). The Option must be exercised, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement dateat all, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof irrevocably exercising the Option (the “Notice of RenewalOption Notice”) delivered by Tenant to be received by the Landlord no not earlier than twelve (12) months and not later than nine (9) months prior to the expiry Term Expiration Date (as defined in Paragraph 4 of the Second Amendment). Further, the Option shall not be deemed to be properly exercised if, as of the date of the then current TermOption Notice or at the Term Expiration Date, (i) Tenant is in default under this Lease with any applicable notice and cure periods having expired, (ii) Tenant has assigned this Lease or its interest therein (other than to an affiliate or subsidiary of Tenant), or (iii) Tenant, or Tenant’s affiliate or subsidiary, is in possession of less than fifty percent (50%) of the square footage of the Leased Premises. If Provided Tenant fails to validly exercise an Option to Renewhas properly and timely exercised the Option, the term of this Lease shall be extended for the period of the Option Term, and all terms, covenants and conditions of this Lease shall remain unmodified and in full force and effect, except that (i) the tenant improvements set forth in Exhibit B, Exhibit F, or Exhibit F shall not apply to the Option Term (Tenant shall be deemed, for all legal purposes, accept the Leased Premises in its AS IS condition existing prior to have renounced to exercise all Options to Renew which have not yet been exercisedthe Option Term), and these Options to Renew together with (ii) the provisions of this Section Base Rent for the Leased Premises shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretobe modified as set forth in subsection 8.1(a)(2) below.”
Appears in 1 contract
OPTION TO RENEW. Subject Provided that:
(a) the Tenant pays the Rent and all other monies payable by it under this Lease and performs and has consistently performed all of its obligations under this Lease punctually and in accordance with this Lease and is otherwise not in default of any of its obligations to the provisions of Section 5 of this Schedule “A”Landlord, provided and
(b) the Lease is in full force and effect, and further provided the original Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the this Lease or the subleased sublet or permitted a change in occupancy or other Transfer of the Premises, or a portion thereofand
(c) there has been no change in Control of the Tenant, and is not then in default of executing its obligations under the Lease, the Tenant shall will have five (5) options the option of renewing this Lease by notice in writing given to renew the Lease (collectively, Landlord not later than 6 months nor earlier than 8 months prior to the “Options to Renew”, and each, expiry of the Term for an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods additional two term of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained set out in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in questionthis Lease, save and except that:
a(i) any renewal of this Lease will be limited to five years each and will be limited to two in number, and there will be no further renewals,
(ii) the Tenant shall accept Basic Rent to be paid during each renewal term will be the Premises and fair market rent at the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date time of the Renewal Term in questionexercise of the option for space of comparable size, the Tenant hereby renouncing quality and location to all legal warranties related thereto; the Landlord having no work to perform in that of the Premises, as determined by agreement between the Landlord and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its costwith or without the assistance of mediation, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options if they fail to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) agree within 3 months prior to the expiry date expiration of the existing Term, then current Termthe Basic Rent will be determined by a single arbitrator appointed under the Commercial Arbitration Act, as such legislation may be amended or substituted from time to time, whose decision will be final and binding upon the Landlord and the Tenant. If The cost of the arbitration will be borne by the Landlord and the Tenant fails to validly exercise an Option to Renewequally. In any event the Basic Rent for any renewal term will not be less than the Basic Rent applicable during the most recent year, and
(iii) concerning any renewal term, the Tenant shall be deemed, for all legal purposes, Landlord will have no obligation to have renounced pay or provide to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against any allowance, concession or inducement of any nature, or provide any free rent or discounted rent of any nature, or provide any fixturing period, or do or perform any work in the Landlord related theretoPremises.
Appears in 1 contract
Samples: Lease Agreement (Sea 2 Sky Corp)
OPTION TO RENEW. Subject to (i) Landlord hereby grants Tenant the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options right to renew the term of this Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a one period of five (5) years minus one (1) day (each a the “Renewal Term”) on the same general terms and conditions contained in the Lease, except that
a) The Basic Rent, parking charges (if any), commencing security deposit amount (subject to the terms of subsection (iii)(d) below and which may be increased based on Landlord’s review of Tenant’s then current financial condition but shall in no event exceed the day immediately following amount of any out of pocket expenses Landlord is obligated to pay for improvements to the expiry date of Premises in connection with the Renewal Term), tenant improvement allowance and insurance limits (collectively, the “Market Terms”), shall be adjusted or included to reflect the then current Term. Each Renewal Term “fair market terms” as determined hereinbelow (and as defined in subsection (iii)(c) below); provided, however, Basic Rent, parking charges and any tenant improvement allowance shall be based on ninety-five percent (95%) of such fair market terms.
b) Except to the same terms and conditions as are contained in extent expressly allowed hereunder with respect to the Lease existing on determination of the date immediately preceding the commencement date of Market Terms, Tenant shall not be entitled to receive any additional concessions or financial incentives with respect to the Renewal Term in questionincluding, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”without limitation, in their state and condition existing on the commencement date of the Renewal Term in questioncommissions or allowances, the Tenant hereby renouncing to all legal warranties related theretoor free parking; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;and
c) there No additional options to renew shall be no further extension of apply following the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date expiration of the Renewal Term, commencing on said commencement date, by two percent . Written notice (2%). In order the “Tenant’s Election”) of Tenant’s exercise of its option to validly exercise its renew (“Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) the Term of this Lease for the Renewal Term must be given to be received by the Landlord at least nine (9) months but no earlier more than twelve (12) months prior to the expiry date the Term of the Lease would otherwise expire. The Tenant’s Election shall be binding upon Tenant and Landlord.
(ii) Notwithstanding anything to the contrary set forth in this Section 3.3, Tenant shall not have the right to exercise an option to renew:
a) If Tenant has been in Default (as defined in Section 17) three (3) or more times in any twelve (12) month period (whether or not such defaults are cured); or
b) If Tenant is, at the time the Tenant Election notice is given, in Default under this Lease beyond any applicable notice and cure period; or
c) If Tenant does not, at the time the Renewal Term commences, occupy at least fifty percent (50%) of the Premises. The period of time within which the option may be exercised shall not be extended or enlarged by reason of Tenant’s inability to exercise the option because of the foregoing provisions and/or restrictions. All rights of Tenant under the provisions of this option shall, at Landlord’s election, terminate and be of no further force or effect even after Tenant’s due and timely exercise of the option, if after such exercise, but prior to the commencement date of the new term, Tenant Defaults under the terms of this Lease beyond any applicable notice and cure period.
(iii) In the event Tenant validly exercises its Option to Renew the term of this Lease as herein provided, the Market Terms shall be determined as of the commencement date of the Renewal Term as follows:
(a) Commencing within ten (10) days after Landlord’s receipt of Tenant’s Election, Landlord and Tenant shall attempt to agree upon the Market Terms for the Premises for the Renewal Term. The parties shall negotiate such terms in good faith. If the parties are unable to agree upon the Market Terms within thirty (30) days, then current within thirty (30) days thereafter each party, at its own cost and by giving notice to the other party, shall appoint a 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 Market Terms for the Renewal Term. If a party does not appoint an appraiser within ten (10) days after the other party has given notice of the name of its appraiser, the single appraiser appointed shall be the sole appraiser and shall set Market Terms for the Renewal Term. If each party shall have so appointed an appraiser, the two appraisers shall meet promptly and attempt to set the Market Terms for the Renewal Term. If the two appraisers are unable to agree within thirty (30) days after the 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 appraisers are given to set the Market Terms. If the two appraisers are unable to agree on the third appraiser within such ten (10) day period, either of the parties to this Lease, by giving five (5) days notice to the other party, may apply to the then presiding judge of the Superior Court of King County for the selection of a third appraiser meeting the qualifications stated in this paragraph. Each of the parties shall bear one-half (1/2) 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) Within thirty (30) days after the selection of the third appraiser, a majority of the appraisers shall set Market Terms for the Renewal Term.
(c) For purposes of determining the Market Terms for the Renewal Term, including the determination of Basic Rent by the appraisers, the “fair market terms” shall be based on the actual lease terms which ready and willing landlord’s and renewal tenants are giving and receiving, as of the Renewal Term commencement date, for a primary renewal premises (as distinguished from the terms for a sublet premises or with respect to an assignment of an interest in an existing lease) for space comparable to the Premises (with improvements comparable to those existing in the Premises) in a building comparable to the Building and with respect to a tenant of a comparable financial condition to that of Tenant. In determining the Market Terms, the provisions of this Lease which are not subject to adjustment shall also be taken into consideration to the extent that such provisions impact the Market Terms. Terms quoted or used under sublease agreements shall be considered terms of special circumstances and shall be excluded from the definition of “fair market terms” under this Section 3.
(d) With respect to the Market Terms other than Basic Rent, (i) there shall be no requirement for any additional security deposit unless Tenant’s financial condition has materially declined since the date this Lease was entered into by Landlord and (ii) the insurance limits shall not exceed the coverage limits then being required by commercial landlords in office leases for similar commercial properties. The forgoing right to adjust the Market Terms shall not limit or revoke any right or privilege granted Tenant fails in this Lease provided Tenant complies with the new Market Terms.
(iv) The Option to validly Renew is granted for Tenant’s personal benefit and may not be assigned or transferred by Tenant, either voluntarily or by operation of law, in any manner whatsoever except to a Permitted Transferee. In the event that Landlord consents to a sublease or assignment of this Lease, the Option to Renew and Renewal Terms granted hereunder shall be void and of no further force and effect, whether or not Tenant shall have purported to exercise an Option to Renew prior to such assignment or sublease.
(v) In the event Tenant timely and properly exercises an Option to Renew, the Landlord and Tenant shall be deemedwithin fifteen (15) days after the determination of Market Terms for the Renewal Term, for all legal purposes, execute an amendment to have renounced to exercise all Options to Renew which have not yet been exercised, this Lease extending the Lease Term on the terms and these Options to Renew together with the provisions of conditions set forth in this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto3.3.
Appears in 1 contract
OPTION TO RENEW. Subject to the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options the option to renew this Lease: (i) as to Building 1 and Building 2 (but not less than both, if Tenant leases the Lease entirety of each); or (collectivelyii) as to all of Building 1 (but not less than all) and, the “Options to Renew”at Tenant’s election, and each, an “Option to Renew”) for the Premises and the Expansion Premises such portion of Building 2 as it then leases (if anybut not less than all of such portion), if Tenant leases all of Building 1 and a portion of, but not all, of Building 2, for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day additional term of ten (each 10) years, commencing upon the expiration of the Principal Term of the Lease (such ten-year period being referred to herein as a “Renewal TermPeriod”). The renewal option must be exercised, commencing if at all, by written notice given by Tenant to Landlord not later than twenty-four (24) months prior to expiration of the Principal Term of this Lease. Notwithstanding the foregoing, at Landlord’s election, this renewal option shall be null and void and Tenant shall have no right to renew this Lease if any of the following conditions is met: (i) as of the date immediately preceding the commencement of the Renewal Period, the Tenant originally named herein (or an Affiliate or third party subject to a Shared Space Arrangement) (a) is not in occupancy of at least all of the entire Premises then demised hereunder, except for no more than two (2) complete floors (in the event that the Premises then consists of Building 1 and half of Building 2) or three (3) complete floors, (in the event that the Premises then consists of both Building 1 and Building 2), or (b) does not intend to continue to occupy the Premises (but intends to assign this Lease or sublet the space in whole or in part); or (ii) on the day immediately following date Tenant exercises the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing renewal option or on the date immediately preceding the commencement date of the Renewal Term Period Tenant is in questiondefault of any of its obligations under this Lease, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”or there has occurred any event which, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions giving of a Default Existence Notice or the Lease;
b) there shall passage of time or both would be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, default by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretohereunder.
Appears in 1 contract
Samples: Lease Agreement (Fibrogen Inc)
OPTION TO RENEW. Subject (1) IF:
(a) Tenant is not in default (beyond applicable periods of notice and cure) under this Lease; and
(b) Tenant gives and Landlord receives written notice not less than nine (9) months prior to the provisions expiration of the initial (or then extended) Lease Term of the Lease of Tenant's intention to extend the Term of the Lease (each an "Extended Term"); and
(c) Spheris Operations Inc.. (or an assignee described in Section 5 18c) is the Tenant and is in occupation of and conducting its business in the whole of the Premises in accordance with the terms of this Schedule “A”Lease, provided Tenant expressly acknowledging and agreeing that this Section 30 b is personal to Tenant (and to its assignees under Section 18c),
(2) THEN: the Term of the Lease is in full force and effectshall be extended as to the entire Premises, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMSor at Tenant's option, INC. itself personally, has not assigned the Lease or the subleased a portion of the Premises, or on a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five full floor basis (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”Data Center in Building A), commencing on with a minimum of 2 full floors, upon the day immediately following the expiry date expiration of the then current initial Lease Term. Each Renewal Term shall be on , or the then-previous Extension Term, if applicable, for the Extended Terms, as indicated in Section 1b, upon the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
(a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of right to extend the Lease beyond the fifth Term (5th) Renewal Term, and the Options to Renew shall not apply anewother than as indicated in Section 1 b); and
d(b) Landlord may, at its option, require that Tenant enter into an extension agreement, as prepared by Landlord, to give effect to such Extended Term, and
(c) the Base Rent payable for shall be at the Premises rental rate as specified in Section 30b (excluding 6) below at the Expansion Premisestime the renewal notice is due.
(d) For purposes of this Lease, the term "Lease Term" shall be deemed to include, if anyapplicable, for which no Base Rent is payableany Extended Term(s) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent unless specifically provided otherwise herein.
(2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”3) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date of the then current Term. If Tenant fails to validly exercise an Option to Renewgive and if Landlord does not receive appropriate notice within the time limit set out herein for extending the Lease Term, the Tenant then this Section 30 b, shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, force or effect as to the upcoming Extension Term. If Tenant gives and Landlord receives such appropriate notice within the time limit set out herein for extending the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever it will execute the documentation submitted by Landlord pursuant to Subsection (2)(b) of this Section 30b within ten (10) Business Days of Tenant's receipt of each document; provided, however, that Landlord agrees not to submit such documentation to Tenant until such time that the Tenant against the Landlord related theretorent is finally determined pursuant to Section 30b(6) below.
Appears in 1 contract
Samples: Office Lease (Spheris Inc.)
OPTION TO RENEW. Subject 8.1 The Tenant may request the grant of a new lease ( “the New Lease”) following the expiration of the Term by serving on the Landlord notice in writing not less than three (3) calendar months before the expiration of the Term (as to which time shall be of the provisions essence).
8.2 The Landlord will on written request of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has made not assigned later than six (6) calendar months before the Lease expiration of the Term and if there shall not at the time of such request be any request be any existing breach or non-observance of any of the subleased obligations on the Premises, or a portion thereof, and is not then in default part of executing its obligations under the Lease, the Tenant shall have five herein contained grant to it a new lease of the Demised Premises for a further period of two (5) options to renew the Lease (collectively, the “Options to Renew”, and each, an “Option to Renew”) for the Premises and the Expansion Premises (if any), for further periods of five (52) years each, except for from the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date expiration of the then current Term. Each Renewal Term shall (at an annual rent to be on determined as provided in Clause 8.3 below)but otherwise containing the same terms like agreements and conditions as are herein contained in SAVE AND EXCEPT this Option to Renew.
8.3 The Rent for the new Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increasedTerm, on a cumulative basis, on each anniversary date plus the percentage increase in the Consumer Price Index (CPI) for Bermuda (or any index amending or replacing same) (“the index”) in respect of the commencement date proceeding two (2) year period prior to the expiration of the Renewal Term, commencing on said Term (“the New Lease Basic Rent”) such rate of increase shall be calculated in accordance with the following formula: A-B X 100 B A = Index for month of January 2009 B = Index for month of January 2007 And the New Lease Basic Rent shall be payable with effect from the commencement date, of the New Lease which shall contain the same covenants and conditions as reserved and contained in this Lease for this present clause providing for renewal.
8.4 If it becomes impossible by two percent (2%). In order reason of any change after today’s date in the methods used to validly exercise its Option compile the Index or for any other reason whatever to Renew, calculate the New Basic Rent for the purposes of Clause 8.3 above by reference to the Index of if any dispute or question whatever arise between the parties to the amount of the New Basic Rent or New Maintenance Service Charges or the construction or effect of this paragraph the Termination of the New Basic Rent matter in dispute shall be referred to mediation or arbitration as provided in clause 18.
8.5 The New Lease shall only be granted by the Landlord if:
8.5.1 notice has been served strictly in accordance with Clause 8.1;
8.5.2 the Tenant shall provide is not in breach of its covenants in this Lease;
8.5.3 the Tenant has paid to the Landlord a prior written the Landlord’s costs in connection with the grant of the New Lease including any stamp duty thereon;
8.5.4 the Landlord’s business does not include the need for the demised premises.
8.6 Should the Tenant fail to provide the requisite notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior shall have the right to market the expiry date of the then current TermDemised Premises. If Tenant fails to validly exercise an Option to Renew, Under such conditions the Tenant shall be deemed, for all legal purposes, hereby consents to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against allow the Landlord related theretoupon at least one (1) day’s prior notice and at a time acceptable to both parties to show the Demised Premises to prospective tenants.
Appears in 1 contract
Samples: Master Lease (RAM Holdings Ltd.)
OPTION TO RENEW. Subject 14.1 Landlord hereby grants Tenant the option to renew (the provisions of Section 5 "Renewal Option") the initial Term (not to include, for purposes of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the LeaseRider only, the Tenant shall have five (5) options to renew the Lease (collectivelyRenewal Terms, the “Options to Renew”, and each, an “Option to Renew”as hereinafter defined) for the Premises and the Expansion Premises two (if any), for further periods 2) additional terms of five (5) years each(the "Renewal Term(s)"), commencing as of the date immediately following the expiration of the then-current Term, such option to be subject to the covenants and conditions hereinafter set forth in this Rider.
14.2 Tenant shall give Landlord written notice (the "Renewal Notice") of Tenant's election to exercise its Renewal Option not later than one hundred eighty (180) days prior to the expiration of the then-current term of the Lease; provided that Tenant's failure to give the Renewal Notice by said date, whether due to Tenant's oversight or failure to cure any existing defaults or otherwise, shall render the Renewal Option null and void.
14.3 Tenant may exercise the second Renewal Option only if Tenant has exercised the first Renewal Option. Tenant shall not be permitted to exercise the Renewal Option at any time during which Tenant is in default under the Lease, subject to applicable notice and grace periods (if any). If Tenant fails to cure any default under the Lease prior to the commencement of the upcoming Renewal Term, subject to applicable notice and grace periods, the Renewal Terms shall be immediately cancelled, unless Landlord elects to waive such default, and Tenant shall forthwith deliver possession of the Premises to Landlord as of the expiration or earlier termination of the then-current term of the Lease.
14.4 Tenant shall be deemed to have accepted the Premises in "as-is" condition as of the commencement of each Renewal Term, subject to any other repair and maintenance obligations of Landlord under the Lease, it being understood and agreed that Landlord shall have no additional obligation to renovate or remodel the Premises or any portion of the Building as a result of Tenant's renewal of the Lease.
14.5 The covenants and conditions of the Lease in force during the original Term, as the same may be modified from time to time, shall continue to be in effect during each Renewal Term, except for the fifth (5th) and final Option to Renew which shall be for a period of five (5) years minus one as follows:
(1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises The "Commencement Date" and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal "Rent Commencement Date" for purposes of the Lease beyond shall be the fifth (5th) first day of the applicable Renewal Term, and the Options to Renew shall not apply anew; and.
d(2) the Base The Minimum Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Lease Year of each Renewal Term shall be an amount equal to one hundred three and one-half (103.5%) percent of the Base Minimum Rent payable during by Tenant for the last year immediately prior Lease Year.
(3) Following expiration of the then current second Renewal Term increasedas provided herein, on Tenant shall have the right to request a cumulative basis, on each anniversary date renewal of the commencement date term of the Renewal TermLease, commencing on said commencement dateprovided, by two percent (2%). In order Landlord shall have no obligation to validly exercise its Option to Renew, renew the Tenant shall provide to the Landlord a prior written notice of its exercise thereof (the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date term of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related theretoLease.
Appears in 1 contract
OPTION TO RENEW. Subject a) Landlord hereby grants to Tenant one option (the provisions of Section 5 of this Schedule “A”, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5"Option") options to renew the Lease term of this Lease, for an additional term of three (collectively3) years, commencing when the initial Term expires, upon the terms and conditions set forth in this paragraph.
b) Provided Tenant is not in default pursuant to this Lease, Tenant may exercise such option by giving Landlord written notice of its intention not less than six (6) months prior to the expiration of the then existing term of this Lease.
c) If this option is exercised, the “Options to Renew”, and each, an “Option to Renew”basic monthly Rent for the Premises shall become ninety-five (95%) percent of the then current fair market monthly rent ("Fair Market Rent") for the Premises and as of the Expansion Premises option period commencement date, as determined by the agreement of the parties or, if the parties cannot agree, within sixty (if any)60) days prior to the latest date on which Tenant shall be entitled to exercise the Option, for further periods of five (5) years eachthen by an appraisal. Notwithstanding the foregoing, except the basic monthly Rent for the fifth (5th) and final Premises during the Option to Renew which period shall not be less than the basic monthly Rent for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing on the day immediately following the expiry date last month of the then current initial Term. Each Renewal Term shall be on the same All other terms and conditions as are contained in the Lease existing on and this Addendum, as the date immediately preceding the commencement date of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that same may be required shall be performed amended from time to time by the Tenant, at its cost, parties in compliance accordance with the provisions of the Lease;
b) there , shall be no fixturing periodremain in full force and effect and shall apply during the Option term, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there except that Tenant shall be have no further extension of option to extend the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; andhereof.
d) If it becomes necessary to determine the Base fair market rental value of the Premises by appraisal, real estate appraiser(s), all of whom shall be members of the American Institute of Real Estate Appraisers and who have at least five (5) years experience appraising office space located in the vicinity of the Premises shall be appointed and shall act in accordance with the following procedures.
(i) If the parties are unable to agree on the Fair Market Rent payable within the allowed time, either party may demand an appraisal by giving written notice to the other party, which demand to be effective must state the name, address 3, and qualifications of an appraiser selected by the party demanding an appraisal with (the "Notifying Party"). Within ten (10) days following the Notifying Party's appraisal demand, the other party (the "Non-Notifying Party") shall either approve the appraiser selected by the notifying party or select a second properly qualified appraiser by giving written notice of the name, address and qualification of said appraiser to the Notifying Party. If the Non- Notifying Party fails to select an appraiser within the ten (10) day period, the appraiser selected by the Notifying Party shall be deemed selected by both parties and no other appraiser shall be selected. If two appraisers are selected, they shall select a third appropriately qualified appraiser, the third appraiser shall be appointed by the then presiding judge of the county where the Premises are located upon application by either party.
(ii) If only one appraiser is selected, that appraiser shall notify the parties in simple letter form of its determination of the Fair Market Rent for the Premises within fifteen (excluding the Expansion Premises15) days following his selection, if any, for which no Base Rent is payable) during each Renewal Term appraisal shall be conclusively determinative and binding on the Base Rent payable during parties as the appraised Fair Market Rent.
(iii) If multiple appraisers are selected, the appraisers shall meet not later than ten (10) days following the selection of the last year of appraiser. At such meeting, the then current Term increased, on a cumulative basis, on each anniversary date appraisers shall attempt to determine the Fair Market Rent for the Premises as of the commencement date of the Renewal TermOption period by the agreement of at least two (2) of the appraisers.
(iv) If two (2) or more of the appraisers agree on the Fair Market Rent for the Premises at the initial meeting, commencing such agreement shall be determinative and binding upon the parties hereto and the agreeing appraisers shall, in simple letter form executed by the agreeing appraisers, forthwith notifying both Landlord and Tenant of the amount set by such agreement. If multiple appraisers are selected and two (2) appraisers are unable to agree on said commencement datethe Fair Market Rent for the Premise all appraisers shall submit to Landlord and Tenant an independent appraisal of the Fair Market Rent for the Premises in simple letter form within twenty (20) days following appointment of the final appraiser. The parties shall then determine the Fair Market Rent for the Premises by averaging the appraisers; provided that any high or low appraisal, differing from the middle appraisal by two more than ten percent (210%)) of the middle appraisal, shall be disregarded in calculating the average.
(v) The appraisers' determination of Fair Market Rent shall be based on rental space of similar age, construction, size and location as the Premises with the improvements installed therein at Landlord's expense and shall take into account Tenant's obligations to pay additional rent under this Lease. In order to validly exercise its Option to Renewdetermining Fair Market Rent, the Tenant appraisers shall provide not consider any alterations installed in the Premises at Tenant's expense.
(vi) If only one appraiser is selected, then each party shall pay one- half of the fees and expenses of that appraiser. If three appraisers are selected, each party shall bear the fees and expenses of the appraiser it selects and one-half of the fees and expenses of the third appraiser. Notwithstanding anything to the contrary contained in this paragraph, if the rent during an Option period is determined by appraisal and if Tenant does not, in its sole discretion, approve the rental amount established by such appraisal, Tenant may rescind its exercise of the Option by giving Landlord a prior written notice of its exercise thereof such election within ten (the “Notice 10) days of Renewal”) receipt of all appraisals, provided such notice is delivered to be received by the Landlord no earlier later than twelve one hundred twenty (12120) months prior to days before the expiry date end of the then current TermTerm of the Lease. If Tenant fails to validly rescinds its exercise an Option to Renewof the Option, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and then (i) the Lease shall terminate at on the expiry thirtieth (30th) day after Tenant's notice of rescission or on the date of the then current Term, without any rights or recourses whatsoever Lease would have otherwise terminated absent Tenant's exercise of the Option, whichever date is later, and (ii) Tenant against shall pay all costs and expenses of the Landlord related theretoappraisal.
Appears in 1 contract
Samples: Office Lease (Portal Software Inc)
OPTION TO RENEW. Subject to For consideration given and covenants made, and provided Tenant is not in default at the provisions time of Section 5 exercise of this Schedule “A”renewal option or any time thereafter until the Renewal Term is to commence, provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have five (5) options be entitled at its election, to renew and extend the term of this Lease for one (collectively, the “Options to Renew”, and each, an “Option to Renew”1) for the Premises and the Expansion Premises (if any), for further periods of five (5) years each, except for the fifth (5th) and final Option to Renew which shall be for a additional period of five (5) years minus one (1) day (each a the “Renewal Term”), commencing on and together with the day immediately following Primary Term, the expiry date of the then current “Term. Each Renewal Term shall be on ”) upon the same terms and conditions as are contained in set forth herein for the Lease existing on Primary Term except for the date immediately preceding the commencement date amount of the Renewal Term in question, save and except that:
a) the Tenant shall accept the Premises and the Expansion Premises (if any) “as is”, in their state and condition existing on the commencement date of the Renewal Term in question, the Tenant hereby renouncing rent to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required paid shall be performed increased as provided in Section 4 of this Lease. Tenant may exercise the option granted hereunder by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term shall be the Base Rent payable during the last year of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent (2%). In order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof to Landlord at least three hundred sixty-five days (the “Notice of Renewal”365) to be received by the Landlord no earlier than twelve (12) months days prior to the expiry date expiration of the then current Primary Term. If Tenant fails to validly exercise an Option the option to Renewrenew this Lease as granted hereunder in the manner set forth above, (or does not immediately surrender the Leased Premises upon the expiration or earlier termination of the Term) but remains in possession of the Leased Premises after the expiration of the Primary Term or earlier termination, then the Base Rent payable by Tenant shall be deemedincreased equal to one hundred fifteen percent(l 15%) of the Rent Installment then in effect, for all legal purposes, the Additional Rent and other sums that would have been payable pursuant to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section Lease if the term had continued during said holdover period. Such rent shall ipso facto become null be computed by Lxxxxxxx and void paid by Txxxxx on the first day of each calendar month thereafter until the Leased Premises have been vacated. Notwithstanding any other provision of this Lease, Landlord’s acceptance of such rent shall not in any manner adversely affect Landlord’s other rights and remedies, including Landlord’s right to evict Tenant and to recover all damages. Any such holdover shall be deemed to be a tenancy-at-sufferance and not a tenancy-at-will or tenancy from month-to-month. In no event shall any holdover be deemed a permitted extension or renewal of no further effectthe Term, and the Lease nothing contained herein shall terminate at the expiry date of the then current Term, without be construed to constitute Landlord’s consent to any rights holdover or recourses whatsoever of the to give Tenant against the Landlord related any right with respect thereto.
Appears in 1 contract
OPTION TO RENEW. Subject (a) If the Tenant shall be desirous of taking a tenancy of the said Premises for a further term of Three (3) years from the expiration of the term hereby granted the Tenant shall not earlier than six (6) months nor later than three (3) months before the expiration of the term hereby granted give to the provisions Landlord notice in writing of Section 5 its desire and the said option shall be deemed to have lapsed and be of this Schedule “A”, provided no further effect whatsoever if not so exercised within the Lease is in full force and effect, and further provided abovementioned time. If as at the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned termination of the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, tenancy hereby created the Tenant shall have five (5) options paid all rent hereby reserved and shall have performed and observed the agreements, stipulations and conditions herein contained on its part to renew be performed and observed then the Lease (collectively, Landlord shall grant to the “Options to Renew”, Tenant and each, an “Option to Renew”) the Tenant shall take a new Tenancy Agreement in respect of the said Premises for the Premises and the Expansion Premises further term of Three (if any), for further periods of five (53) years each, except for commencing immediately after the fifth expiration of the term hereby granted at the then prevailing open market rent to be determined in accordance with sub-clause (5thc) and final Option hereto. A notice once having been given by the Tenant to Renew which the Landlord hereunder shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing irrevocable and shall be binding on the day immediately following Tenant.
(b) During the expiry date of the then current Term. Each Renewal Term shall be on the same terms and conditions as are contained in the Lease existing on the date penultimate month immediately preceding the commencement date expiration of the Renewal Term in question, save term hereby created the Landlord shall notify the Tenant of the Landlord's assessment of the open market rental for the said further term of Three (3) years and except that:
a) the Tenant shall within fourteen (14) days upon receipt of such notice lodge with the Landlord a written notice accepting or rejecting the Landlord's assessment. If the Tenant agrees to the Landlord's assessment and accept such assessment at the Premises time and in the Expansion Premises (if any) “manner as is”, in their state and condition existing on the commencement date of the Renewal Term in questionaforesaid, the Tenant hereby renouncing to all legal warranties related thereto; the Landlord having no work to perform in the Premises, and all improvements, additions or modifications to the Premises that may be required shall be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;
b) there shall be no fixturing period, no allowance, no free rent period, nor any other inducement, free occupancy period or other incentive of whatsoever nature;
c) there shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th) Renewal Term, and the Options to Renew shall not apply anew; and
d) the Base Rent payable for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal Term Landlord's assessment shall be the Base Rent new rent payable by the Tenant during the last year said further term of the then current Term increased, on a cumulative basis, on each anniversary date of the commencement date of the Renewal Term, commencing on said commencement date, by two percent Three (2%). In order to validly exercise its Option to Renew, 3) years or if the Tenant shall provide fail to lodge such notice at the Landlord a prior written notice of its exercise thereof (time and in the “Notice of Renewal”) manner as aforesaid then the Landlord's assessment shall be deemed to be received the open market rental for the said further term of Three (3) years.
(c) If, within fourteen (14) days of the lodging of the said notice referred to in sub-clause (b) hereof, the parties shall be unable to agree the new rent payable by the Landlord no earlier than twelve (12) months prior to Tenant for the expiry date said further term of the then current Term. If Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the then current Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.Three
Appears in 1 contract