Common use of Option to Terminate Lease Clause in Contracts

Option to Terminate Lease. Section 26.1 If and only if Tenant has elected to cease operating a Call Center in the Sacramento Metropolitan Area ("SMA") and not to reopen such Call Center for a period of at least four years ("SMA Cessation Decision") , then and in such event, Tenant shall have the option ("Termination Option") of terminating the Lease in its entirety. Tenant's exercise of the Termination Option must be exercised, if at all, between the last day of the forty-eighth (48th) month and the sixtieth (60th) month of the Term by sending a notice of such exercise to Landlord which shall include information reasonably satisfactory to Landlord demonstrating that Tenant has made the SMA Cessation Decision ("Termination Notice"). Section 26.2 Within thirty (30) days after receipt of the Termination Notice, Landlord will notify Tenant of its approval or disapproval of the Termination Notice and, if approved, the effective date of such termination, which date shall be either the last day of the sixty-sixth (66th) month, the last day of the seventy-second (72nd) month or the last day of the seventy-eighth (78th) month, as specified by Landlord ("Termination Effective Date"). Tenant acknowleges that Landlord is relying on the SMA Cessation Decision in providing the Termination Option to Tenant and that Landlord would not otherwise provide a Termination Option. Accordingly, Landlord reserves its rights and remedies in the event that Tenant opens, utilizes or establishes a Call Center within the SMA at any time within thirty-six (36) months after the Termination Effective Date. Section 26.3 In the event Tenant exercises the Termination Option, as a condition to such termination, at least thirty (30) days prior to the Termination Effective Date, Tenant shall pay to Landlord a termination fee equal to (i) the unamortized portion of the tenant improvement allowance, (ii) the unamortized portion of the leasing commissions paid to Xxxxxxx Realty Corporation, and (iii) an imputed interest factor on the sum of (i) and (ii) equal to 8% per annum, compounded, computed from the date of expenditure of such amounts through the date of payment of the termination fee (the "Termination Fee"). For the purpose of determining the Termination Fee, the tenant improvement allowance and leasing commissions shall each be amortized over a period of 8 years, which period shall commence on June 1, 2001 and shall end on May 31, 2009. Section 26.4 If Tenant exercises the Termination Option, the Expiration Date of the Lease shall be the Termination Effective Date. As a condition to such termination, at least thirty (30) days prior to the Termination Effective Date, Landlord and Tenant shall execute an amendment to this Lease to modify the Expiration Date and provide for the payment of the Termination Fee. Section 26.5 Notwithstanding anything to the contrary contained herein, the Termination Option shall automatically terminate without notice and shall be of no further force and effect, whether or not Tenant has timely exercised such right, if (i) an Event of Default exists at the time of exercise of the Termination Option or on the Termination Effective Date, or (iii) an Event of Default has occurred with respect to Tenant three or more times hereunder.

Option to Terminate Lease. Section 26.1 If and only if Provided Tenant has elected to cease operating a Call Center is not then in the Sacramento Metropolitan Area ("SMA") and not to reopen such Call Center for a period of at least four years ("SMA Cessation Decision") , then and in such eventan uncured monetary default, Tenant shall have the option ("Termination Option") of terminating the may terminate this Lease in its entirety. Tenant's exercise of entirety (the “Termination Option must be exercisedOption”) effective on July 31, if at all, between the last day of the forty-eighth 2018 (48th) month and the sixtieth (60th) month of the Term by sending a notice of such exercise to Landlord which shall include information reasonably satisfactory to Landlord demonstrating that Tenant has made the SMA Cessation Decision ("Termination Notice"). Section 26.2 Within thirty (30) days after receipt of the Termination Notice, Landlord will notify Tenant of its approval or disapproval of the Termination Notice and, if approved, the effective date of such termination, which date shall be either the last day of the sixty-sixth forth (66th64th) monthfull calendar month of the Term; the “Early Termination Date”) by delivering written notice of its intent to terminate this Lease (the “Termination Notice”) to Landlord on or before January 31, 2018 (the last day of the seventy-second (72nd) month or the last day of the seventyfifth-eighth (78th58th) monthfull calendar month of the Term) and payment of the Termination Fee (as defined below) to Landlord within ninety (90) days after the date of Tenant's Termination Notice. If Tenant properly exercises its Termination Option, this Lease shall terminate as specified by Landlord of the Early Termination Date. The “Termination Fee” shall be $394,295; which the parties agree is the sum of the unamortized balance of the allowance available to Tenant ("Termination Effective Date"as indicated herein in Exhibit B-1), two months Net Rent and the portion of the Brokerage Commissions paid on the 6th and 7th year of the full lease term. Tenant acknowleges that shall deliver the Premises to Landlord is relying on or before the SMA Cessation Decision Early Termination Date in providing accordance with the terms and conditions of Section 18.8.2 of this Lease the same as if such Early Termination Option to Date were the original expiration date of the Term of this Lease. If Tenant and that Landlord would not otherwise provide a Termination Option. Accordingly, Landlord reserves its rights and remedies in the event that Tenant opens, utilizes or establishes a Call Center within the SMA at any time within thirty-six (36) months after the Termination Effective Date. Section 26.3 In the event Tenant properly exercises the Termination Option, as a condition such termination shall not affect Tenant's liability for (i) post-Term adjustments in Taxes and Operating Expenses applicable to such termination, at least thirty (30) days the period prior to the Early Termination Effective Date, Tenant shall pay to Landlord a termination fee equal to (i) the unamortized portion of the tenant improvement allowance, ; (ii) obligations which accrue prior to the unamortized portion of the leasing commissions paid to Xxxxxxx Realty Corporation, Early Termination Date; and (iii) an imputed interest factor on obligations which by their terms survive the sum of (i) and (ii) equal to 8% per annum, compounded, computed from the date of expenditure of such amounts through the date of payment of the termination fee (the "Early Termination Fee"). For the purpose of determining the Termination Fee, the tenant improvement allowance and leasing commissions shall each be amortized over a period of 8 years, which period shall commence on June 1, 2001 and shall end on May 31, 2009Date. Section 26.4 If Tenant exercises the Termination Option, the Expiration Date of the Lease shall be the Termination Effective Date. As a condition to such termination, at least thirty (30) days prior to the Termination Effective Date, Landlord and Tenant shall execute an amendment to this Lease to modify the Expiration Date and provide for the payment of the Termination Fee. Section 26.5 Notwithstanding anything to the contrary contained herein, the Termination Option shall automatically terminate without notice and shall be of no further force and effect, whether or not Tenant has timely exercised such right, if (i) an Event of Default exists at the time of exercise of the Termination Option or on the Termination Effective Date, or (iii) an Event of Default has occurred with respect to Tenant three or more times hereunder.

Option to Terminate Lease. Section 26.1 If and only if Provided Tenant has elected to cease operating a Call Center is not in the Sacramento Metropolitan Area ("SMA") and not to reopen such Call Center for a period of at least four years ("SMA Cessation Decision") , then and in such eventan uncured default, Tenant shall have the option ("Termination Option") of terminating the may terminate this Lease in its entirety. Tenant's exercise of entirety (the “Termination Option must be exercised, if at all, between Option”) effective on the last day of the fortyeighty-eighth (48th88th) month and the sixtieth (60th) full calendar month of the Term (the “Termination Date”) by sending a delivering written notice of such exercise its intent to terminate this Lease (the “Termination Notice”) to Landlord which shall include information reasonably satisfactory to Landlord demonstrating that Tenant has made the SMA Cessation Decision ("Termination Notice"). Section 26.2 Within thirty (30) days after receipt of the Termination Notice, Landlord will notify Tenant of its approval on or disapproval of the Termination Notice and, if approved, the effective date of such termination, which date shall be either before the last day of the sixty-sixth (66th) month, the last day of the seventyeighty-second (72nd82nd) full calendar month or the last day of the seventy-eighth Term and payment of the Termination Fee (78thas defined below) monthto Landlord within ninety (90) days of Tenant’s notice. If Tenant properly exercises its Termination Option, this Lease shall terminate as specified of the Termination Date. The “Termination Fee” shall be equal to six months of the then current Base Rent plus the unamortized balance of any Above Standard Tenant Improvement costs paid to Tenant by Landlord ("Termination Effective Date"as indicated herein). Tenant acknowleges that shall deliver the Premises to Landlord is relying on or before the SMA Cessation Decision effective Termination Date in providing accordance with the terms and conditions of this Lease the same as if such Termination Option to Date were the original expiration date of the Term of this Lease. If Tenant and that Landlord would not otherwise provide a Termination Option. Accordingly, Landlord reserves its rights and remedies in the event that Tenant opens, utilizes or establishes a Call Center within the SMA at any time within thirty-six (36) months after the Termination Effective Date. Section 26.3 In the event Tenant properly exercises the Termination Option, as a condition such termination shall not affect Tenant’s liability for (i) post-Term adjustments in Taxes and Operating Expenses applicable to such termination, at least thirty (30) days the period prior to the Termination Effective Date, Tenant shall pay to Landlord a termination fee equal to (i) the unamortized portion of the tenant improvement allowance, ; (ii) obligations which accrue prior to the unamortized portion of the leasing commissions paid to Xxxxxxx Realty Corporation, Termination Date; and (iii) an imputed interest factor on obligations which by their terms survive the sum of (i) and (ii) equal to 8% per annum, compounded, computed from the date of expenditure of such amounts through the date of payment expiration or earlier termination of the termination fee (the "Termination Fee"). For the purpose Term of determining the Termination Fee, the tenant improvement allowance and leasing commissions shall each be amortized over a period of 8 years, which period shall commence on June 1, 2001 and shall end on May 31, 2009this Lease. Section 26.4 If Tenant exercises the Termination Option, the Expiration Date of the Lease shall be the Termination Effective Date. As a condition to such termination, at least thirty (30) days prior to the Termination Effective Date, Landlord and Tenant shall execute an amendment to this Lease to modify the Expiration Date and provide for the payment of the Termination Fee. Section 26.5 Notwithstanding anything to the contrary contained herein, the Termination Option shall automatically terminate without notice and shall be of no further force and effect, whether or not Tenant has timely exercised such right, if (i) an Event of Default exists at the time of exercise of the Termination Option or on the Termination Effective Date, or (iii) an Event of Default has occurred with respect to Tenant three or more times hereunder.

Option to Terminate Lease. Section 26.1 If Provided that no default beyond any applicable notice or cure periods has occurred under this Lease and only if Tenant has elected to cease operating no circumstances exist which with the passage of time or the giving of notice or both would ripen into a Call Center in the Sacramento Metropolitan Area ("SMA") and not to reopen such Call Center for a period of at least four years ("SMA Cessation Decision") , then and in such eventdefault, Tenant shall have a one time right to terminate this Lease effective at the option ("Termination Option") of terminating the Lease in its entirety. Tenant's exercise end of the Termination Option must be exercised, if at all, between the last day of the fortythirty-eighth sixth (48th) month and the sixtieth (60th36th) month of the Term by sending a notice of such exercise to Landlord which shall include information reasonably satisfactory to Landlord demonstrating that Tenant has made (the SMA Cessation Decision ("“Termination Notice"). Section 26.2 Within thirty (30) days after receipt of the Termination Notice, Landlord will notify Tenant of its approval or disapproval of the Termination Notice and, if approved, the effective date of such termination, which date shall be either the last day of the sixty-sixth (66th) month, the last day of the seventy-second (72nd) month or the last day of the seventy-eighth (78th) month, as specified by Landlord ("Termination Effective Date"”). Tenant acknowleges that must deliver written notice of its intention to terminate this Lease to Landlord is relying on the SMA Cessation Decision in providing at least six (6) months before the Termination Option to Tenant and that Landlord would not otherwise provide a Termination OptionDate. Accordingly, Landlord reserves its rights and remedies in the event that Tenant opens, utilizes or establishes a Call Center within the SMA at any time within thirty-six (36) months after the Termination Effective Date. Section 26.3 In the event Tenant exercises the Termination Option, as a condition said option to such termination, at least thirty (30) days prior to the Termination Effective Dateterminate, Tenant shall pay to Landlord a termination fee (the “Termination Fee”) in immediately available funds equal to (i) the unamortized portion of the tenant improvement allowance, (ii) the unamortized portion of the leasing commissions paid to Xxxxxxx Realty Corporation, and (iii) an imputed interest factor on the sum of (i) all unamortized T. I. Allowance amounts, plus (ii) all unamortized leasing commissions paid by Landlord with respect to this Lease, plus (iii) all unamortized rental abatement amounts. The Termination Fee shall be due and payable within five (5) business days after Landlord delivers a notice to Tenant as to the amount thereof and the termination shall not be effective unless Landlord receives the Termination Fee within such five (5) business day period. The unamortized T.I Allowance amounts and leasing commissions shall be determined by multiplying the total T.I. Allowance, leasing commissions and rental abatement amounts actually incurred or abated by Landlord by a fraction, (i) the numerator of which is the number of months remaining in the initial Term after the Termination Date (i.e., 27), and (ii) equal the denominator of which is the total number of months in the initial Term (i.e., 63). Landlord and Tenant estimate that the Termination Fee will be approximately _____________________Dollars ($______); however, both parties acknowledge and agree that such amount is only an estimate and is subject to 8% per annum, compounded, computed from the date of expenditure of such amounts through the date of payment change. The rights granted to Tenant hereunder are personal to Tenant and may only be exercised by Tenant when Tenant is in possession of the termination fee (the "Termination Fee")entire Premises. For the purpose of determining the Termination Fee, the tenant improvement allowance and leasing commissions shall each be amortized over a period of 8 years, which period shall commence on June 1, 2001 and shall end on May 31, 2009. Section 26.4 If Any assignment or subletting by Tenant exercises the Termination Option, the Expiration Date of the Lease shall be the Termination Effective Date. As or of all or a condition to such termination, at least thirty (30) days prior to the Termination Effective Date, Landlord and Tenant shall execute an amendment to this Lease to modify the Expiration Date and provide for the payment portion of the Termination Fee. Premises (even if such assignment or subletting does not require the consent of Landlord or is approved by Landlord) terminates Tenant’s rights under this Section 26.5 Notwithstanding anything 57, unless Landlord consents to the contrary contained herein, the Termination Option shall automatically terminate without notice and shall be of no further force and effect, whether or not Tenant has timely exercised such right, if (i) an Event of Default exists in writing at the time of exercise such assignment or subletting. The acceptance by Landlord of the Termination Option or on the Termination Effective Date, or (iii) an Event Fee shall not be deemed a waiver by Landlord of Default has occurred any claims by Landlord with respect to Tenant three or more times hereunderanything other than Tenant’s early termination of this Lease.

Option to Terminate Lease. Section 26.1 If and only if Tenant has elected to cease operating a Call Center in the Sacramento Metropolitan Area ("SMA"a) and not to reopen such Call Center for a period of at least four years ("SMA Cessation Decision") , then and in such event, Tenant shall have the option right to terminate this Lease on the terms and conditions set forth in this Paragraph 53 ("the “Termination Option") ”). The Termination Option may be exercised by Kyphon Inc. or by any party to whom Kyphon Inc. has assigned this Lease, but not by any sublessee. The Termination Option shall be effective only if Tenant is not in Default under this Lease either at the time of terminating the Lease in its entirety. Tenant's exercise of the Termination Option must be exercised, if at all, between or on the last day of the forty-eighth Termination Date (48th) month and the sixtieth (60th) month of the Term by sending a notice of such exercise to Landlord which shall include information reasonably satisfactory to Landlord demonstrating that Tenant has made the SMA Cessation Decision ("Termination Notice"as hereinafter defined). Section 26.2 Within thirty (30b) days In the event Tenant elects to exercise the Termination Option, then Tenant shall provide written notice (the “Termination Notice”) to Landlord specifying the desired termination date (the “Termination Date”), which shall be not less than nine (9) months after Landlord’s receipt of the Termination Notice. Subject to the terms of this Paragraph 53, Landlord will notify Tenant of its approval or disapproval of the Termination Notice and, if approved, the effective date of such termination, which date shall be either the last day of Date may occur at any time between the sixty-sixth (66th) monthand the ninety-sixth (96th) month of the Term (the “Exercise Period”). Any Termination Notice given by Tenant to Landlord shall be irrevocable. (c) If Tenant delivers a Termination Notice to Landlord, then subject to Paragraph 53(a) above, the last day of the seventy-second (72nd) month or the last day of the seventy-eighth (78th) month, as specified by Landlord ("Termination Effective Date"). Tenant acknowleges that Landlord is relying Lease shall terminate on the SMA Cessation Decision Termination Date specified in providing the Termination Option to Tenant and Notice; provided, however, that Landlord would not otherwise provide a Termination Option. Accordingly, Landlord reserves its rights and remedies in the event that Tenant opens, utilizes or establishes a Call Center within the SMA at any time within thirty-six (36) months after the Termination Effective Date. Section 26.3 In the event Tenant exercises the Termination Option, as a condition to such termination, at least thirty (30) days prior precedent to the Termination Effective Datetermination of the Lease, Tenant shall pay to Landlord a termination fee Landlord, on or before the Termination Date, an amount equal to the sum of (i) the unamortized portion fifty percent (50%) of the tenant improvement allowanceBase Rent that would have otherwise come due under this Lease between the Termination Date and the original scheduled Expiration Date (the “Original Expiration Date”), (ii) the unamortized portion of the Base Rent that was waived by Landlord pursuant to Paragraph 4(a)(ii) above, the unamortized portion of the Tenant Improvements Allowance provided to Tenant pursuant to Paragraph 5(a) of Exhibit B and the unamortized portion of the aggregate leasing commissions paid to Xxxxxxx Realty CorporationLandlord’s Broker and Tenant’s Broker in connection with this Lease, all together with interest thereon at the rate of ten percent (10%) per annum, and (iii) an imputed the outstanding balance of the Tenant Improvements Loan and all accrued and unpaid interest factor on the sum thereon (calculated as of (i) and (ii) equal to 8% per annum, compounded, computed from the date of expenditure of such amounts through the date of payment of the termination fee (the "Termination Fee"Tenant Improvements Loan is repaid to Landlord in full). For purposes of the purpose of determining calculation referenced in the Termination Feeaforesaid clause (iii), the tenant improvement allowance Tenant Improvements Allowance and the leasing commissions shall each be amortized on a straight-line basis over a period the initial one hundred twenty-six (126) month Term of 8 years, which period shall commence on June 1, 2001 and shall end on May 31, 2009this Lease. Section 26.4 If Tenant exercises the Termination Option, the Expiration Date of the Lease shall be the Termination Effective Date. As a condition to such termination, at least thirty (30) days prior to the Termination Effective Date, Landlord and Tenant shall execute an amendment to this Lease to modify the Expiration Date and provide for the payment of the Termination Fee. Section 26.5 Notwithstanding anything to the contrary contained herein, the Termination Option shall automatically terminate without notice and shall be of no further force and effect, whether or not Tenant has timely exercised such right, if (i) an Event of Default exists at the time of exercise of the Termination Option or on the Termination Effective Date, or (iii) an Event of Default has occurred with respect to Tenant three or more times hereunder.