Options to Extend. Sublessee shall have a series of options to extend the term of this Sublease for a period of one year each ("One Year Extensions"), and each such option for a One Year Extension may be exercised by Sublessee throughout the "Initial Lease Term" as defined in the Master Lease. Each such option to extend the Sublease term for a One Year Extension shall be exercised by Sublessee's delivery of written notice thereof to Sublessor at least thirty (30) days prior to the expiration of the then current term of this Sublease, as the same may have been previously extended; provided that no default or event of default then exists under this Sublease on the part of Sublessee. In the event Sublessor elects to exercise its option to extend the term of the Master Lease pursuant to Paragraph 3 of the Addendum No. 1 to the Master Lease, then Sublessee's right to exercise additional options for One Year Extensions shall continue through the five year "extension term" provided in the Master Lease. Notwithstanding the foregoing, if Sublessor requires use of the Subleased Premises for Sublessor's own business operations (and not for assignment or sublease to another person or entity), Sublessor may cancel Sublessee's option to extend the Lease term beyond the first One Year Extension, provided that (i) Sublessor delivers written notice of such cancellation to Sublessee at least one hundred twenty (120) days prior to the expiration of the then current term of this Sublease, and (ii) Sublessor occupies the Subleased Premises for its own business use within sixty days of the expiration of the term of this Sublease and continues such use for a period of at least one year. Any such cancellation shall be effective as of the expiration of the then current term of this Sublease and shall only apply to options to extend following the first One Year Extension; provided that if Sublessor cancels any extension term pursuant to the terms of this Section 5.2, Sublessee shall have no further option to extend the term of this Sublease. Rent payable for each One Year Extension occurring during the Initial Lease Term of the Master Lease will be calculated as set forth in Paragraph 3.1 above. With respect to any One Year Extensions exercised by Sublessee during the five year "extended term" of the Master Lease, the Base Rent payable during each such One Year Extension shall be equal to Sublessee's Share (as defined below) of the Basic Monthly Rent payable by Sublessor under the Master Lease during such one year period of the extended term. All other terms and provisions of this Sublease shall apply to such One Year Extensions. If the "Initial Lease Term" (if Sublessor does not extend the term of the Master Lease) or the "extended term" described in the Master Lease expires on a date prior to the last day of a calendar year, then any One Year Extension then in effect upon such expiration of the Master Lease shall terminate concurrently with the expiration of the term of the Master Lease. Nothing contained herein shall be construed in any way to obligate Sublessor to extend the terms of the Master Lease or to exercise any options under the Master Lease.
Appears in 1 contract
Samples: Sublease (Lightspan Partnership Inc)
Options to Extend. Sublessee (A) Provided Tenant is not in default beyond the expiration of any applicable notice and grace period either at the time Tenant exercises the option or as of the commencement of the Option Period, Tenant shall have a series of options the right to extend the term of this Sublease Lease for a period of one year each ("One Year Extensions"), and each such option for a One Year Extension may be exercised by Sublessee throughout the "Initial Lease Term" as defined in Option Periods from the Master Lease. Each such option to extend date upon which the Sublease term for a One Year Extension shall be exercised by Sublessee's delivery of written notice thereof to Sublessor at least thirty (30) days prior to the expiration of the then current term of this Sublease, as would otherwise expire upon the same may have been previously extended; provided that no default or event of default then exists under this Sublease on the part of Sublesseeterms and conditions as those herein specified. In the event Sublessor If Tenant elects to exercise its option to extend the term of the Master Lease pursuant to Paragraph 3 of the Addendum No. 1 for any Option Period, it shall, subject to the Master Leaseprovisions of paragraph (B) of this Article, then Sublessee's right to exercise additional options for One Year Extensions shall continue through the five year "extension term" provided in the Master Lease. Notwithstanding the foregoing, if Sublessor requires use of the Subleased Premises for Sublessor's own business operations (and not for assignment or sublease to another person or entity), Sublessor may cancel Sublessee's option to extend the Lease term beyond the first One Year Extension, provided that (i) Sublessor delivers written do so by giving Landlord notice of such cancellation to Sublessee election at least one hundred twenty (120) days prior to 12 months before the expiration beginning of the then current Option Period for which the term hereof is to be extended by the exercise of this Subleasesuch option. If Tenant gives such notice, and (ii) Sublessor occupies the Subleased Premises for its own business use within sixty days of the expiration of the term of this Sublease and continues such use for a period of at least one year. Any such cancellation Lease shall be effective as automatically extended for the Option Period covered by the option so exercised without execution of an extension or renewal lease.
(B) It is the expiration intention of the then current term Landlord and Tenant to avoid forfeiture of this Sublease and shall only apply to options to extend following the first One Year Extension; provided that if Sublessor cancels any extension term pursuant to the terms of this Section 5.2, Sublessee shall have no further option Tenant's right to extend the term of this Sublease. Rent payable for each One Year Extension occurring during the Initial Lease Term under any of the Master Lease will be calculated as extension options set forth in Paragraph 3.1 aboveparagraph (A) of this Article through failure to give notice of exercise thereof within the time prescribed. With respect Accordingly, if Tenant shall fail to give notice of exercise of any One Year Extensions exercised by Sublessee during such option within the five year "extended term" time prescribed in paragraph (A) of this Article, then the Master Lease, the Base Rent payable during each time to give such One Year Extension notice shall be equal to Sublessee's Share (as defined below) of the Basic Monthly Rent payable by Sublessor under the Master Lease during such one year deemed extended for an additional period of the extended term. All other terms and provisions of this Sublease shall apply to such One Year Extensions. If the "Initial Lease Term" (if Sublessor does not extend the term of the Master Lease) or the "extended term" described in the Master Lease expires commencing on a date prior to the last day on which such notice by Tenant may be timely given pursuant to paragraph (A) above and ending 10 business days after the date Landlord gives Tenant notice of a calendar yearTenant's failure to exercise such option within the time prescribed. If Tenant exercises any such option after the date prescribed in paragraph (A) above, then but within the extended time permitted above, the extended term to which such option relates shall commence, or shall be deemed to have commenced, at the time it would have commenced if such notice had been given within the time prescribed in paragraph (A) above; otherwise, any One Year Extension then period during which Tenant remains in effect upon such expiration of the Master Lease shall terminate concurrently with possession after the expiration of the term hereby created, or as extended by the exercise of a previous option or options, shall be subject to the provisions of the Master Lease. Nothing contained herein shall be construed in any way to obligate Sublessor to extend the terms Article captioned "Continued Possession of the Master Lease or to exercise any options under the Master LeaseTenant.".
Appears in 1 contract
Samples: Lease Agreement (Excel Legacy Corp)
Options to Extend. Sublessee (a) On or before the date which is not less than fourteen (14) full calendar months prior to expiration of (a) the Initial Term in the case of Tenant's option with respect to the First Extension Period (as hereafter defined) and (b) as applicable, the First Extension Period in the case of Tenant's option with respect to the Second Extension Period (as hereafter defined). Tenant shall have the right to provide Landlord with a series written request (a "Rent Request") requesting that Landlord provide Tenant with written notice (a "Rent Designation") of the Basic Rent Landlord projects to be the Basic Rent for the Premises during the applicable Extension Period for which a Rent Request is made. Landlord shall provide its Rent Designation to Tenant within 21 days after its receipt of the Rent Request from Tenant. Tenant's right to request a Rent Designation from Landlord is merely for purposes of discussion and information only and neither Landlord nor Tenant shall be bound in any manner thereby. The mere act of Tenant giving Landlord a Rent Request and Landlord providing a Rent Designation shall create no liability or obligation on the part of Landlord or Tenant with respect to any Extension Period and Landlord and Tenant shall only be bound with respect to any Extension Period if Tenant shall timely and properly exercise its option with respect to the applicable Extension Period as hereafter set forth.
(b) Whether or not Tenant shall give Landlord a Rent Request pursuant to the foregoing provisions of Section 14.27(a), Tenant shall nevertheless have the right and option, which said option and right shall not be severed from this Lease or separately assigned, mortgaged or transferred, to extend the Initial Term for two (2) -56- 62 additional consecutive periods of five (5) years each (hereinafter respectively referred to as the "First Extension Period" and the "Second Extension Period" and sometimes generically as an "Extension Period"), provided that (a) Tenant shall give Landlord notice (an "Option Notice") of Tenant's exercise of each such option at least twelve full calendar months prior to the expiration of (i) the Initial Term in the case of the option with respect to the First Extension Period and (ii) the First Extension Period in the case of the option with respect to the Second Extension Period and (b) no Default of Tenant (after expiration of applicable notice and cure periods, if any) shall exist at the time of giving each applicable notice (c) the original Tenant named in this Lease (or an assignee or sublessee permitted in accordance with the provisions of Section 6.1(b) of this Lease) is itself occupying the entire Premises both at the time of giving the applicable notice and at the time of commencement of each respective Extension Period and (d) Tenant shall fail to give Landlord a Revocation Notice (as hereafter defined) within ten (10) days after the Tenant's receipt of the determination of Fair Market Rental Value as hereafter provided (if Fair Market Rental Value for the applicable Extension is determined by the appraisal process hereafter described). Except for the amount of Basic Rent (which is to be determined as hereinafter provided), all the terms, covenants, conditions, provisions and agreements in the Lease contained shall be applicable to the additional periods through which the Term of this Lease shall be extended as aforesaid, except that (a) there shall be no further options to extend the term Term of this Sublease Lease beyond the Second Extension Period, no Elevator Up-Grade, no Lobby Renovation Work or Lobby Allowance nor shall Landlord be obligated to make or pay for a period any improvements to the Premises nor pay any Allowance or any inducement payments of one year each any kind or nature and ("One Year Extensions")b) Base Taxes, Base Operating Expenses and each such option for a One Year Extension may Base Utility Expenses shall be exercised by Sublessee throughout the "Initial Lease Term" adjusted as defined in the Master Leasehereafter set forth. Each such If Tenant shall give an Option Notice of its exercise of an option to extend in the Sublease term for manner and within the time period provided aforesaid and provided that Tenant shall not thereafter give Landlord a One Year Extension Revocation Notice within the time and manner herein specified, the Term of this Lease shall be exercised extended without the requirement of any further attention on the part of either Landlord or Tenant. Landlord hereby reserves the right, exercisable by SublesseeLandlord in its sole discretion, to waive (in writing) any condition precedent set forth in clauses (b) or (c) above. Upon the written request of Landlord, Tenant shall enter into an amendment of this Lease reflecting the extension of the Term of this Lease and the Basic Rent payable by Tenant during the Extension Period. Base Taxes for each respective Extension Period shall be the Taxes for the Tax -57- 63 Year in which the first day of the applicable Extension Period shall fall. Likewise, the Base Operating Expenses and Base Utility Expenses for each respective Extension Period shall be the Operating Expenses and Utility Expenses, respectively for the Operating Year in which the first day of the applicable Extension Period shall fall. If Tenant shall fail to exercise any such option as aforesaid as and when specified herein, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. Failure of Tenant to timely exercise its option with respect to the First Extension Period shall terminate Tenant's delivery rights with respect to the option for the Second Extension Period unless waived in writing by Landlord (in Landlord's discretion). Any termination of this Lease Agreement shall terminate the rights hereby granted Tenant. The Basic Rent payable for each twelve (12) month period during each Extension Period shall be the Fair Market Rental Value (as said term is hereinafter defined) calculated in each case as of commencement of the applicable Extension Period but in no event less than the Basic Rent per annum plus Escalation Charges payable for and with respect to the 12 calendar month period immediately preceding commencement of the applicable Extension Period. Dispute as to Fair Market Value. Landlord shall initially designate the Fair Market Rental Value and shall furnish data in support of such designation by written notice thereof to Sublessor at least Tenant within thirty (30) days prior after receipt of Tenant's Option Notice exercising the option for the applicable Extension Period. Such designation by Landlord need not be in the amount specified in any Rent Designation previously given by Landlord pursuant to Section 14.27(a) above and shall be determined by Landlord in Landlord's sole and absolute discretion. If Tenant disagrees with Landlord's designation of the Fair Market Rental Value, Tenant shall have the right, by written notice (a "Call for Rent Determination") given to Landlord within ten (10) days after Tenant has been notified of Landlord's designation pursuant to this paragraph, to submit such Fair Market Rental Value to be determined as follows: The Landlord and Tenant shall each appoint a Qualified Officer (as said term is hereinafter defined) and shall designate the Qualified Officer so appointed by notice to the expiration other party within 15 days after the Tenant's Call for Rent Determination. The two Qualified Officers so appointed shall meet within ten (10) days after both Qualified Officers are designated in an attempt to agree upon the Fair Market Rental Value for the applicable Extension Period and if, within fifteen (15) days after both Qualified Officers are designated, the two Qualified Officers do not agree upon the Fair Market Rental Upon determination of the then current term Fair Market Rental Value as aforesaid (unless such determination shall be made by mutual agreement of this SubleaseLandlord and Tenant outside of the Qualified Officer process described above), as Tenant shall have a period of ten (10) days within which to give Landlord written notice of its revocation of its Option Notice with respect to the same may have been previously extended; provided that no default or event applicable Extension Period (such written notice of default then exists under this Sublease on revocation being a "Revocation Notice"), time being of the part of Sublesseeessence. In the event Sublessor elects that Tenant shall fail or neglect to exercise its option give Landlord a Revocation Notice within the time and manner specified above, Tenant shall be deemed to extend have accepted the term determination of Fair Market Rental value as determined as set forth above and the Term of this Lease shall be extended to include the applicable Extension Period at the Basic Rent so determined as the Fair Market Rental Value. In the event that Tenant shall give Landlord a Revocation Notice within the time and manner hereinabove set forth, time being of the Master essence, then, Tenant shall be deemed to have revoked its Option Notice and the Term of this Lease pursuant shall not be extended to Paragraph 3 include the applicable Extension Period for which it was given but the Term of this Lease shall be temporarily extended for an additional period of nine (9) full calendar months (the "Short Term Extension") beginning as of the Addendum Noday immediately following the last day of (a) the Initial Term (in the case of a Revocation Notice -59- 65 with respect to an Option Notice for the First Extension Period) or (b) the last day of the First Extension Period (in the case of a Revocation Notice with respect to an Option Notice for the Second Extension Period). 1 Basic Rent per rentable square foot per annum payable during the Short Term Extension shall be at an annual rate equal to the Master Lease, then Sublessee's right to exercise additional options for One Year Extensions shall continue through the five year "extension term" provided in the Master Lease. Notwithstanding the foregoing, if Sublessor requires use sum of the Subleased Premises for Sublessor's own business operations (and not for assignment or sublease to another person or entity), Sublessor may cancel Sublessee's option to extend the Lease term beyond the first One Year Extension, provided that (i) Sublessor delivers written notice the Basic Rent per square foot per annum payable during the last twelve months, as applicable, of such cancellation to Sublessee at least one hundred twenty (120a) days prior the Initial Term (in the case of a Short Term Extension resulting from a Revocation Notice relating to the expiration First Extension Period) and (b) the First Extension Period (in the case of a Short Term Extension resulting from a Revocation Notice relating to the then current term of this Sublease, and Second Extension Period plus (ii) Sublessor occupies $1.00 per rentable square foot (for example, if the Subleased Premises Basic Rent for its own business use within sixty days such 12 month period were $23.00 per rentable square foot per annum, the Basic Rent payable during the subject Short Term Extension would be $24.00 ($23.00 + $1.00 = $24.00). Except for the amount of the expiration of the term of this Sublease and continues such use for a period of at least one year. Any such cancellation Basic Rent which shall be effective as of the expiration of the then current term of this Sublease and shall only apply to options to extend following the first One Year Extension; provided that if Sublessor cancels any extension term pursuant to the terms of this Section 5.2, Sublessee shall have no further option to extend the term of this Sublease. Rent payable for each One Year Extension occurring during the Initial Lease Term of the Master Lease will be calculated as set forth in Paragraph 3.1 above. With respect to any One Year Extensions exercised by Sublessee during the five year "extended term" , all of the Master Lease, the Base Rent payable during each such One Year Extension shall be equal to Sublessee's Share (as defined below) of the Basic Monthly Rent payable by Sublessor under the Master Lease during such one year period of the extended term. All other terms and provisions of this Sublease the Lease shall apply during the Short Term Extension, except that there shall be no option to such One Year Extensions. If the "Initial Lease Term" (if Sublessor does not extend the term of the Master Lease) or the "extended term" described in the Master Lease expires on a date prior to beyond the last day of a calendar yearthe Short Term Extension. Accordingly, then the provisions of Section 14.19 of this Lease shall apply to any One Year Extension then in effect upon such holding over beyond expiration of the Master Lease shall terminate concurrently with Short Term Extension as if the expiration last day of the term Short Term Extension were the last day of the Master Lease. Nothing contained herein shall be construed in any way to obligate Sublessor to extend the terms Term of the Master Lease or to exercise any options under the Master this Lease.
Appears in 1 contract
Samples: Lease Agreement (Cyrk Inc)
Options to Extend. Sublessee As consideration for the consent of Landlord herein set forth, Lease Paragraph 42 (“Second Five Year Option to Extend”) and Paragraph 3 to Amendment No. I dated April 16, 1997 (“Third Five Year Option to Extend”) are hereby deleted in their entirety and shall have a series of options be replaced with the following:
A. SECOND FIVE YEAR OPTION TO EXTEND: Landlord hereby grants to extend the term of this Sublease for a period of one year each ("One Year Extensions"), and each such option for a One Year Extension may be exercised by Sublessee throughout the "Initial Lease Term" as defined in the Master Lease. Each such Tenant an option to extend this Lease Agreement (“Option to Extend” or the Sublease term “Option”) for a One Year Extension an additional five years (“Second Extended Term”) upon the following terms and conditions:***
1) Tenant shall be exercised by Sublessee's delivery of give Landlord written notice thereof of Tenant’s exercise of this Option to Sublessor Extend at least thirty one hundred eighty (30180) days prior to the expiration of the Lease Term pursuant to Paragraph A hereof (not later than April 3, 2011), in which event the Term of the Lease shall be considered extended for an additional five (5) years, subject to the Basic Rent set forth below and with: (i) the Basic Rent to be determined pursuant to Paragraph 2) below; (ii) management fee and the terms and conditions subject to amendment by Landlord (Landlord, in its sole and absolute discretion, may, but is not required to, incorporate its then current term Lease provisions that are standard in Landlord’s leases for comparable buildings as of the date of Tenant’s exercise of its Option to Extend); and (iii) this Sublease, as the same may have been previously extended; provided that no default or event of default then exists under this Sublease on the part of SublesseeParagraph 2.A thereafter deleted. In the event Sublessor elects that Tenant fails to timely exercise its option Tenant’s Option as set forth herein in writing, Tenant shall have no further Option to extend Extend this Lease, and the Lease shall continue in full force and effect for the full remaining term hereof, absent this Paragraph 2.
2) In the event Tenant timely exercises Tenant’s Option to Extend as set forth herein, Landlord shall, within fifteen (15) days after receipt of Tenant’s exercise of the Master Lease pursuant to Option, advise Tenant of any changes in the management fee and the terms and conditions as referenced in Paragraph 3 2.A.1(ii) above) and the Basic Rent (which shall not be less than the Basic Rent for the fifth year of the Addendum No. 1 current Term) required for the Extended Term of the Lease to make the Basic Rent for the Premises comparable to the Master Lease, then Sublessee's right to exercise additional options current market triple net basic rent for One Year Extensions shall continue through the five year "extension term" provided in the Master Lease. Notwithstanding the foregoing, if Sublessor requires use of the Subleased Premises for Sublessor's own business operations (and not for assignment or sublease to another person or entity), Sublessor may cancel Sublessee's option to extend the Lease term beyond the first One Year Extension, provided that comparable properties either (i) Sublessor delivers then owned in whole or in part by the above mentioned Landlord or by members of its immediate family in the vicinity of the Premises or (ii) if not owned by Landlord or its family as stated herein, other third party properties in the vicinity of the Premises. Tenant shall have five (5) days after receipt from the Landlord of said new terms and conditions and Basic Rent in which to accept said new terms and conditions and Basic Rent and enter into written documentation confirming same. In the event Tenant fails to execute said written documentation confirming said new terms and conditions and Basic Rent for the Second Extended Term of Lease within said five (5) day period, Tenant shall have no further Option to Extend this Lease, and this Lease shall continue in full force and effect for the full remaining term hereof absent of this Paragraph 2, with Landlord having no further responsibility or obligation to Tenant with respect to Tenant’s Option to Extend.
3) It is agreed that if Tenant is at any time prior to exercising its Option to Extend in default of this Lease and has failed to cure the default in the time period allowed, this Paragraph 2 shall be null and void and Tenant will have no further rights under this Paragraph. It is further agreed that if Tenant has exercised its Option to Extend and is subsequently in default, and has failed to cure the default in the time period allowed by the Lease at any time prior to, or at the time the lease commences on the Second Extended Term, Landlord may at its sole and absolute discretion, cancel Tenant’s Option to Extend, and this Lease will continue in full force and effect for the full remaining Term hereof, absent of this Paragraph 2.
4) The Option rights of Tenant under this Paragraph 2.A, and the Second Extended Term thereunder, are granted for Tenant’s personal benefit and may not be assigned or transferred by Tenant, except as provided for in Lease Paragraph 56 (“Permitted Assignments and Subleases”), either voluntarily or by operation of law, in any manner whatsoever.
5) Notwithstanding anything to the contrary in this Paragraph, this Option to Extend is automatically forfeited by Tenant (without notice from Landlord) in the event Tenant is, at any time during the Term of this Lease, in default of said Lease and if Tenant does not completely cure said default within five days for a monetary default and thirty days for a non-monetary default (or such longer time as permitted by cure in the Lease Agreement). In the event said Option to Extend is forfeited as stated herein, Tenant shall have no further Option to Extend this Lease.
B. THIRD FIVE (5)-YEAR OPTION PERIOD: Provided Tenant has extended the Lease for an additional five year period as set forth in Paragraph A above, Landlord hereby grants to Tenant another Option to Extend the Lease Agreement upon the following terms and conditions;
1) Tenant shall give Landlord written notice of such cancellation Tenant’s exercise of this Option to Sublessee Extend at least one hundred twenty eighty (120180) days prior to the expiration of the then current term Basic Term hereof (not later than April 3, 2016), in which event the Term of this Sublease, the Lease shall be considered extended for an additional five (5) years (“Third Extended Term”) subject to the Basic Rent set forth below and with: (i) the Basic Rent to be determined pursuant to Paragraph 2) below; (ii) Sublessor occupies the Subleased Premises management fee and the terms and conditions subject to amendment by Landlord (Landlord, in its sole and absolute discretion, may, but is not required to, incorporate its then current Lease provisions that are standard in Landlord’s leases for its own business use within sixty days of the expiration of the term of this Sublease and continues such use for a period of at least one year. Any such cancellation shall be effective comparable buildings as of the expiration date of Tenant’s exercise of its Option to Extend); and (iii) this Paragraph 2.B thereafter deleted. In the then current term of this Sublease and shall only apply event that Tenant fails to options to extend following the first One Year Extension; provided that if Sublessor cancels any extension term pursuant to the terms of this Section 5.2timely exercise Tenant’s Option as set forth herein in writing, Sublessee Tenant shall have no further option Option to extend Extend this Lease, and the Lease shall continue in full force and effect for the full remaining term hereof, absent this Paragraph 2.B.
2) In the event Tenant timely exercises Tenant’s Option to Extend as set forth herein, Landlord shall, within fifteen (15) days after receipt of this Sublease. Tenant’s exercise of option, advise Tenant of any changes in the management fee and the terms and conditions as referenced in Paragraph 2.B.1 (ii) above and Basic Rent payable (which shall not be less than the Basic Rent for each One Year Extension occurring during the Initial Lease fifth year of the Second Extended Term) required for the Third Extended Term of the Master Lease to make the Basic Rent for the Premises comparable to the then current market triple net basic rent for comparable properties either (i) then owned in whole or in part by the above mentioned Landlord or by members of its immediate family in the vicinity of the Premises or (ii) if not owned by Landlord or its family as stated herein, other third party properties in the vicinity of the Premises. Tenant shall have five (5) days after receipt from the Landlord of said new terms and conditions and Basic Rent in which to accept said new terms and conditions and Basic Rent and enter into written documentation confirming same. In the event Tenant fails to execute said written documentation confirming said new terms and conditions and Basic Rent for the Third Extended Term of Lease within said five (5) day period, Tenant shall have no further Option to Extend this Lease, and this Lease shall continue in full force and effect for the full remaining term hereof absent of this Paragraph 2.B, with Landlord having no further responsibility or obligation to Tenant with respect to Tenant’s Option to Extend.
3) It is agreed that if Tenant is at any time prior to exercising its Option to Extend in default of this Lease and has failed to cure the default in the time period allowed, this Paragraph 2.B will be null and void and Tenant will have no further rights under this Paragraph. It is further agreed that if Tenant has exercised its Option to Extend and is subsequently in default, and has failed to cure the default in the time period allowed by the Lease at any time prior to, or at the scheduled Commencement Date of the Third Extended Term, Landlord may at its sole and absolute discretion, cancel Tenant’s Option to Extend, and this Lease will continue in full force and effect for the full remaining Term hereof, absent of this Paragraph 2.B.
4) The Option rights of Tenant under this Paragraph 2.B and the Third Extended Term thereunder, are granted for Tenant’s personal benefit and may not be calculated assigned or transferred by Tenant, except as set forth provided for in Lease Paragraph 3.1 above. With respect 56 (“Permitted Assignments and Subleases”), either voluntarily or by operation of law, in any manner whatsoever.
5) Notwithstanding anything to the contrary in this Paragraph 2.B, this Option to Extend is automatically forfeited by Tenant (without notice from Landlord) in the event Tenant is, at any One Year Extensions exercised by Sublessee time during the five year "extended term" Term of the Master this Lease, the Base Rent payable during each such One Year Extension shall be equal to Sublessee's Share (as defined below) in default of the Basic Monthly Rent payable by Sublessor under the Master said Lease during such one year period of the extended term. All other terms and provisions of this Sublease shall apply to such One Year Extensions. If the "Initial Lease Term" (if Sublessor Tenant does not extend the term of the Master Lease) completely cure said default within five days for a monetary default and thirty days for a non-monetary default (or the "extended term" described such longer time as permitted by cure in the Master Lease expires on a date prior Agreement). In the event said Option to the last day of a calendar yearExtend is forfeited as stated herein, then any One Year Extension then in effect upon such expiration of the Master Lease Tenant shall terminate concurrently with the expiration of the term of the Master Lease. Nothing contained herein shall be construed in any way have no further Option to obligate Sublessor to extend the terms of the Master Lease or to exercise any options under the Master Extend this Lease.
Appears in 1 contract
Samples: Lease Agreement (Maxtor Corp)
Options to Extend. Sublessee So long as Aruba Networks, Inc. or a Permitted Assignee is the Tenant hereunder and occupies the entirety of the initial Leased Premises consisting of the first floor of the Building, and subject to the conditions set forth below, Tenant shall have a series of two options to extend the term of this Sublease Lease with respect to the Leased Premises, the first for a period of one year each five ("One Year Extensions"5) years from the expiration of the initial, unextended Lease Term (the “First Extension Period”), and each such option the second (the “Second Extension Period”) for a One Year period of five (5) years from the expiration of the First Extension may be exercised by Sublessee throughout Period, subject to the "Initial Lease Term" as defined in the Master Lease. following conditions:
(a) Each such option to extend the Sublease term for a One Year Extension shall be exercised exercised, if at all, by Sublessee's delivery notice of written notice thereof exercise given to Sublessor at least thirty Landlord by Tenant not more than twelve (3012) days months nor less than nine (9) months prior to the expiration of the then current term of this Subleaseinitial, as the same may have been previously extended; provided that no default unextended Lease Term or event of default then exists under this Sublease on the part of Sublessee. In the event Sublessor elects to exercise its option to extend the term of the Master Lease pursuant to Paragraph 3 of the Addendum No. 1 to the Master Lease, then Sublessee's right to exercise additional options for One Year Extensions shall continue through the five year "extension term" provided in the Master Lease. Notwithstanding the foregoing, if Sublessor requires use of the Subleased Premises for Sublessor's own business operations (and not for assignment or sublease to another person or entity), Sublessor may cancel Sublessee's option to extend the Lease term beyond the first One Year Extension, provided that (i) Sublessor delivers written notice of such cancellation to Sublessee at least one hundred twenty (120) days prior to the expiration of the then current term First Extension Period, as applicable;
(b) Anything herein to the contrary notwithstanding, if Tenant is in monetary or material non-monetary default under any of the terms, covenants or conditions of this SubleaseLease, and (ii) Sublessor occupies either at the Subleased Premises for its own business use within sixty days time Tenant exercises either extension option or on the commencement date of the expiration First Extension Period or the Second Extension Period, as applicable, Landlord shall have, in addition to all of Landlord’s other rights and remedies provided in this Lease, the term right to terminate such option(s) to extend upon notice to Tenant within five (5) business days after receipt of this Sublease and continues such use for a period of at least one year. Any such cancellation Tenant’s extension notice or else Landlord shall be effective as deemed to have waived Landlord’s right to terminate such option. For the avoidance of confusion, the expiration of foregoing shall not be read to prevent Tenant from curing the applicable default and then current term of this Sublease and shall only apply to options to extend following exercising the first One Year Extension; provided that if Sublessor cancels any extension term pursuant to the terms of this Section 5.2, Sublessee shall have no further applicable option to extend once the term of this Sublease. Rent payable for each One Year Extension occurring during default is cured if such cure is completed within the Initial Lease Term of the Master Lease will be calculated as applicable cure period, if any, expressly set forth in Paragraph 3.1 above. With respect to any One Year Extensions exercised by Sublessee during the five year "extended term" of the Master Lease, the Base Rent payable during each such One Year Extension shall be equal to Sublessee's Share (as defined below) of the Basic Monthly Rent payable by Sublessor under the Master Lease during such one year period of the extended term. All other terms and provisions of this Sublease shall apply to such One Year Extensions. If the "Initial Lease Term" (if Sublessor does not extend the term of the Master Lease) or the "extended term" described in the Master Lease expires on a date prior to the last day of a calendar year, then any One Year Extension then in effect upon such expiration of the Master Lease shall terminate concurrently with the expiration of the term of the Master Lease. Nothing contained herein shall be construed in any way to obligate Sublessor to extend the terms of the Master Lease or to exercise any options under the Master Lease.
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Options to Extend. Sublessee So long as Applovin Corporation or a Permitted Transferee is the Tenant hereunder and subject to the conditions set forth in subparagraphs (a) and (b) below, Tenant shall have a series of two options to extend the term of this Sublease Lease with respect to the entirety of the Leased Premises, the first for a period of one year each five ("One Year Extensions"5) years from the expiration of the initial, unextended Lease Term (the “First Extension Period”), and each such option the second (the “Second Extension Period”) for a One Year period of five years from the expiration of the First Extension may be exercised by Sublessee throughout Period, subject to the "Initial Lease Term" as defined in the Master Lease. following conditions:
(a) Each such option to extend the Sublease term for a One Year Extension shall be exercised exercised, if at all, by Sublessee's delivery notice of written notice thereof exercise given to Sublessor at least thirty Landlord by Tenant not more than twelve (3012) days months nor less than six (6) months prior to the expiration of the then current term of this Subleaseinitial, as the same may have been previously extended; provided that no default unextended Lease Term or event of default then exists under this Sublease on the part of Sublessee. In the event Sublessor elects to exercise its option to extend the term of the Master Lease pursuant to Paragraph 3 of the Addendum No. 1 to the Master Lease, then Sublessee's right to exercise additional options for One Year Extensions shall continue through the five year "extension term" provided in the Master Lease. Notwithstanding the foregoing, if Sublessor requires use of the Subleased Premises for Sublessor's own business operations (and not for assignment or sublease to another person or entity), Sublessor may cancel Sublessee's option to extend the Lease term beyond the first One Year Extension, provided that (i) Sublessor delivers written notice of such cancellation to Sublessee at least one hundred twenty (120) days prior to the expiration of the then current term First Extension Period, as applicable;
(b) Anything herein to the contrary notwithstanding, if Tenant is in default under any of the terms, covenants or conditions of this SubleaseLease, either at the time Tenant exercises either extension option or on the commencement date of the First Extension Period or the Second Extension Period, as applicable, Landlord shall have, in addition to all of Landlord’s other rights and remedies provided in this Lease, the right to terminate such option(s) to extend upon notice to Tenant. The foregoing shall not be read to prevent Tenant from curing the applicable default and then exercising the applicable extension option once the default is cured if such cure is completed within the applicable cure period, if any, expressly set forth in this Lease. In addition, if Tenant is in default at the time it attempts to exercise an option to extend, and (i) Tenant had not theretofore received notice of such default from Landlord, and (ii) Sublessor occupies the Subleased Premises for its own business use within sixty days because of the expiration date of exercise, would not have enough time to cure the term default and still be able to exercise the option, but would have had enough time to do so had Landlord provided prompt written notice of this Sublease such default after learning of same, then Tenant shall be entitled to notice of such default from Landlord and continues shall have the cure period, if any, allotted therefor in Paragraph 12.1 above within which to cure such use for default, and then a period of at least one year. Any such cancellation shall be effective as of the expiration of the then current term of this Sublease and shall only apply to options to extend following the first One Year Extension; provided that if Sublessor cancels any extension term pursuant to the terms of this Section 5.2, Sublessee shall have no further option to extend the term of this Sublease. Rent payable for each One Year Extension occurring during the Initial Lease Term of the Master Lease will be calculated as set forth in Paragraph 3.1 above. With respect to any One Year Extensions exercised by Sublessee during the five year "extended term" of the Master Lease, the Base Rent payable during each such One Year Extension shall be equal to Sublessee's Share (as defined below5) of the Basic Monthly Rent payable by Sublessor under the Master Lease during such one year period of the extended term. All other terms and provisions of this Sublease shall apply to such One Year Extensions. If the "Initial Lease Term" (if Sublessor does not extend the term of the Master Lease) or the "extended term" described in the Master Lease expires on a date prior to the last day of a calendar year, then any One Year Extension then in effect upon such expiration of the Master Lease shall terminate concurrently with the expiration of the term of the Master Lease. Nothing contained herein shall be construed in any way to obligate Sublessor to extend the terms of the Master Lease or business days within which to exercise any options under the Master Leaseapplicable extension option.
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Samples: Sublease Agreement (Applovin Corp)
Options to Extend. Sublessee shall have a series of (a) Landlord hereby grants to Tenant two (2) successive options to extend the term of this Sublease Lease Term (each, an “Extension Option”) for a an additional period of one (1) year each ("One Year Extensions"each, an “Extension Term”), on the terms and each such option for a One Year subject to the conditions set forth in this Paragraph; provided, however, that (i) the Extension may Options shall be exercised by Sublessee throughout exercised, if at all, only with respect to all of the "Initial Lease Term" Original Premises (as defined in the Master Second Amendment of Lease. Each such option ); (ii) the second Extension Option may be exercised only if the first Extension Option has been duly exercised; and (iii) if there is an Event of Default either at the time Tenant exercises an Extension Option or at any time thereafter prior to or upon the commencement of the applicable Extension Term, Landlord shall have, in addition to all of Landlord’s other rights and remedies provided in this Lease, the right to terminate the Extension Option and to unilaterally revoke Tenant’s exercise of the Extension Option, in which event this Lease shall expire on the then-current Expiration Date, unless sooner terminated pursuant to the terms hereof, and Tenant shall have no further rights under this Lease to renew or extend the Sublease term for a One Year Lease Term.
(b) Tenant shall exercise an Extension shall be exercised Option, if at all, by Sublessee's delivery of giving Landlord unconditional, irrevocable written notice thereof to Sublessor at least thirty of such election not later than six (306) days months prior to the expiration then-current Expiration Date, the time of such exercise being of the then current term essence. Subject to the provisions of this SubleaseParagraph, as upon the giving of such notice, this Lease and the Lease Term shall be extended without execution or delivery of any other or further documents, with the same may have force and effect as if the applicable Extension Term had originally been previously extended; provided that no default or event of default then exists under this Sublease on included in the part of Sublessee. In the event Sublessor elects to exercise its option to extend the term of the Master Lease Term.
(c) If Tenant exercises an Extension Option pursuant to Paragraph 3 27(b) above, all of the Addendum No. 1 to the Master Leaseterms, then Sublessee's right to exercise additional options for One Year Extensions covenants and conditions of this Lease shall continue through in full force and effect during the five year "extension term" provided in the Master Lease. Notwithstanding the foregoingapplicable Extension Term, if Sublessor requires use of the Subleased Premises for Sublessor's own business operations (and not for assignment or sublease to another person or entity), Sublessor may cancel Sublessee's option to extend the Lease term beyond the first One Year Extension, provided except that (i) Sublessor delivers written notice of such cancellation to Sublessee at least one hundred twenty the Basic Rental during the first Extension Term shall be ninety-five percent (12095%) days prior to the expiration of the then current term of this Sublease, and (ii) Sublessor occupies the Subleased Premises for its own business use within sixty days of the expiration of the term of this Sublease and continues such use for a period of at least one year. Any such cancellation shall be effective as of the expiration of the then current term of this Sublease and shall only apply to options to extend following the first One Year Extension; provided that if Sublessor cancels any extension term pursuant to the terms of this Section 5.2, Sublessee shall have no further option to extend the term of this Sublease. Rent payable for each One Year Extension occurring during the Initial Lease Term of the Master Lease will be calculated as set forth in Paragraph 3.1 above. With respect to any One Year Extensions exercised by Sublessee during the five year "extended term" of the Master Lease, the Base Rent payable during each such One Year Extension shall be equal to Sublessee's Share Prevailing Market Rate (as defined below) for the Original Premises valued as of the Basic Monthly Rent payable by Sublessor under the Master Lease during such one year period commencement of the extended term. All first Extension Term, as determined under Paragraph 27(d) below; (ii) the Basic Rental during the second Extension Term shall be ninety-five percent (95%) of the Prevailing Market Rate for the Original Premises valued as of the commencement of the second Extension Term, as determined under Paragraph 27(d) below; (iii) Tenant shall continue to possess and occupy the Original Premises in their existing condition, “as is”, as of the commencement of each Extension Term, and Landlord shall have no obligation to repair, remodel, improve or alter the Original Premises, to perform any other terms construction or other work of improvement upon the Original Premises, or to provide Tenant with any construction or refurbishing allowance whatsoever; subject, however, to Landlord’s maintenance, repair and provisions of reconstruction obligations set forth elsewhere in this Sublease Lease; and (iv) Tenant shall apply have no further rights to such One Year Extensions. If the "Initial Lease Term" (if Sublessor does not extend the term of the Master Lease) or the "extended term" described in the Master Lease expires on a date prior to the last day of a calendar year, then any One Year Extension then in effect upon such expiration of the Master Lease shall terminate concurrently with Term after the expiration of the term second Extension Term.
(d) The Prevailing Market Rate shall be determined in the manner set forth hereinbelow; provided, however, that (i) in no event shall the Basic Annual Rental payable during the first Extension Term be less than the Basic Annual Rental payable for the twelve (12) month period immediately preceding the commencement of the Master Leasefirst Extension Term; and (ii) in no event shall the Basic Annual Rental payable during the second Extension Term be less than the Basic Annual Rental payable for the twelve (12) month period immediately preceding the commencement of the second Extension Term. Nothing contained herein In making the comparisons under this Paragraph 27(d), Basic Annual Rental shall be construed in any way to obligate Sublessor to extend the terms of the Master Lease or to exercise any options under the Master Leaseexpressed on a per rentable square foot basis.
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Samples: Lease (Riverbed Technology, Inc.)
Options to Extend. Sublessee (a) Tenant shall have a series of two (2) options to extend the term Term of this Sublease Lease (the “Options to Extend”) for a period successive periods of one year five (5) years each ("One Year Extensions"the “Extension Periods”), subject to and each on the terms set forth herein. Tenant may only exercise the Options to Extend with respect to the entire Premises. If Tenant shall desire to exercise any Option to Extend, it shall give Landlord a notice (the “Inquiry Notice”) of such option for a One Year Extension may be exercised by Sublessee throughout the "Initial Lease Term" as defined in the Master Lease. Each such option to extend the Sublease term for a One Year Extension shall be exercised by Sublessee's delivery of written notice thereof to Sublessor at least thirty desire not later than fifteen (3015) days months prior to the expiration of the then current term Initial Term of this SubleaseLease or the preceding Extension Period, as the same case may have be. Thereafter, the Fair Market Rent (as defined in Subsection (c) below) for the applicable Extension Period shall be determined in accordance with Subsection (d) below. After the applicable Fair Market Rent has been previously extended; provided that no default or event so determined, Tenant shall exercise each Option to Extend by giving Landlord notice (the “Exercise Notice”) of default then exists under this Sublease on the part of Sublessee. In the event Sublessor elects its election to exercise its option to extend the term of the Master Lease pursuant to Paragraph 3 of the Addendum No. 1 to the Master Lease, then Sublessee's right to exercise additional options for One Year Extensions shall continue through the five year "extension term" provided in the Master Lease. Notwithstanding the foregoing, if Sublessor requires use of the Subleased Premises for Sublessor's own business operations do so not later than twelve (and not for assignment or sublease to another person or entity), Sublessor may cancel Sublessee's option to extend the Lease term beyond the first One Year Extension, provided that (i12) Sublessor delivers written notice of such cancellation to Sublessee at least one hundred twenty (120) days months prior to the expiration of the then current term Initial Term of this SubleaseLease, or the preceding Extension Period, as the case may be. If Tenant fails to timely give either the Inquiry Notice or the Exercise Notice to Landlord with respect to any Option to Extend, Tenant shall be conclusively deemed to have waived such Option to Extend hereunder.
(b) Notwithstanding any contrary provision of this Lease, each Option to Extend and any exercise by Tenant thereof shall be void and of no force or effect unless on the dates Tenant gives Landlord its Inquiry Notice and Exercise Notice for each Option to Extend and on the date of commencement of the each Extension Period (i) this Lease is in full force and effect, (ii) there is no Event of Default of Tenant under this Lease, and (iiiii) Sublessor occupies the Subleased Premises for its own business use within sixty days Tenant has not assigned or subleased (or agreed to assign or sublease) more than fifty percent (50%) of the rentable floor area of the Premises.
(c) All of the terms, provisions, covenants, and conditions of this Lease shall continue to apply during each Extension Period, except that the Annual Fixed Rent Rate during each Extension Period (the “Extension Rent”) shall be equal to the fair market rent for the Premises determined as of the date twelve (12) months prior to expiration of the term Initial Term or the preceding Extension Period, as the case may be, in accordance with the procedure set forth in Subsection (d) below (the “Fair Market Rent”).
(d) The Fair Market Rent for each Extension Period shall be determined as follows: Within five (5) days after Tenant gives Landlord its Inquiry Notice with respect to any Option to Extend, Landlord shall give Tenant notice of this Sublease and continues Landlord’s determination of the Fair Market Rent for the applicable Extension Period. Within ten (10) days after Tenant receives such use for a notice, Tenant shall notify Landlord of its agreement with or objection to Landlord’s determination of the Fair Market Rent, whereupon the Fair Market Rent shall be determined by arbitration conducted in the manner set forth below. If Tenant does not notify Landlord within such ten (10) day period of at least one year. Any such cancellation Tenant’s agreement with or objection to Landlord’s determination of the Fair Market Rent, then the Fair Market Rent for the applicable Extension Period shall be effective as deemed to be Landlord’s determination of the expiration of the then current term of this Sublease and shall only apply to options to extend following the first One Year Extension; provided that if Sublessor cancels any extension term pursuant to the terms of this Section 5.2, Sublessee shall have no further option to extend the term of this Sublease. Fair Market Rent payable for each One Year Extension occurring during the Initial Lease Term of the Master Lease will be calculated as set forth in Paragraph 3.1 abovethe notice from Landlord described in this subsection.
(e) If Tenant notifies Landlord of Tenant’s objection to Landlord’s determination of Fair Market Rent under the preceding subsection, such notice shall also set forth a request for arbitration and Tenant’s appointment of a commercial real estate broker having at least ten (10) years experience in the commercial leasing market in the City of Cambridge, Massachusetts (an “Arbitrator”). With respect Within five (5) days thereafter, Landlord shall by notice to any One Year Extensions exercised by Sublessee during Tenant appoint a second Arbitrator. Each Arbitrator shall be advised to determine the five year "extended term" Fair Market Rent for the applicable Extension Period within thirty (30) days after Landlord’s appointment of the Master Leasesecond Arbitrator. On or before the expiration of such thirty (30) day period, the Base two Arbitrators shall confer to compare their respective determinations of the Fair Market Rent. If the difference between the amounts so determined by the two Arbitrators is less than or equal to ten percent (10%) of the lower of said amounts then the final determination of the Fair Market Rent payable during each such One Year Extension shall be equal to Sublessee's Share the average of said amounts. If such difference between said amounts is greater than ten percent (as defined below10%), then the two arbitrators shall have ten (10) days thereafter to appoint a third Arbitrator (the “Third Arbitrator”), who shall be instructed to determine the Fair Market Rent for the applicable Extension Period within ten (10) days after its appointment by selecting one of the Basic Monthly Rent payable amounts determined by Sublessor under the Master Lease during such one year period other two Arbitrators. Each party shall bear the cost of the extended termArbitrator selected by such party. All other terms and provisions of this Sublease shall apply to such One Year Extensions. If The cost for the "Initial Lease Term" (Third Arbitrator, if Sublessor does not extend the term of the Master Lease) or the "extended term" described in the Master Lease expires on a date prior to the last day of a calendar yearany, then any One Year Extension then in effect upon such expiration of the Master Lease shall terminate concurrently with the expiration of the term of the Master Lease. Nothing contained herein shall be construed in any way to obligate Sublessor to extend the terms of the Master Lease or to exercise any options under the Master Leaseshared equally by Landlord and Tenant.
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Options to Extend. Sublessee So long as Tenant is leasing the entirety of Building F, Building H, and Building E, and subject to the conditions set forth below, Tenant shall have a series of three (3) options to extend the term of this Sublease Lease, the Building F and H Lease, and, if applicable, the Building G Lease, the first for a period of one year each six ("One Year Extensions"6) years from the expiration of the initial, unextended Lease Term (the “First Extension Period”), and each such option the second (the “Second Extension Period”) for a One Year period of six (6) years from the expiration of the First Extension may be exercised by Sublessee throughout Period, and the "Initial Lease Term" as defined in third (the Master Lease. “Third Extension Period”) for a period of six (6) years from the expiration of the Second Extension Period, subject to the following conditions:
(a) Each such option to extend the Sublease term for a One Year Extension shall be exercised exercised, if at all, by Sublessee's delivery notice of written notice thereof exercise given to Sublessor at least thirty Landlord by Tenant not more than twelve (3012) days months nor less than nine (9) months prior to the expiration of the then current term of this Subleaseinitial, as the same may have been previously extended; provided that no default unextended Lease Term or event of default then exists under this Sublease on the part of Sublessee. In the event Sublessor elects to exercise its option to extend the term of the Master Lease pursuant to Paragraph 3 of the Addendum No. 1 to the Master Lease, then Sublessee's right to exercise additional options for One Year Extensions shall continue through the five year "extension term" provided in the Master Lease. Notwithstanding the foregoing, if Sublessor requires use of the Subleased Premises for Sublessor's own business operations (and not for assignment or sublease to another person or entity), Sublessor may cancel Sublessee's option to extend the Lease term beyond the first One Year Extension, provided that (i) Sublessor delivers written notice of such cancellation to Sublessee at least one hundred twenty (120) days prior to the expiration of the then current term of this SubleaseFirst Extension Period or the Second Extension Period, and as applicable;
(iib) Sublessor occupies Tenant shall not have the Subleased Premises for its own business use within sixty days of the expiration of the term of this Sublease and continues such use for a period of at least one year. Any such cancellation shall be effective as of the expiration of the then current term of this Sublease and shall only apply to options to extend following the first One Year Extension; provided that if Sublessor cancels any extension term pursuant to the terms of this Section 5.2, Sublessee shall have no further option right to extend the term of this Sublease. Rent payable for each One Year Extension occurring during the Initial Lease Term of the Master Lease will be calculated as set forth in Paragraph 3.1 above. With respect to any One Year Extensions exercised by Sublessee during the five year "extended term" of the Master Lease, the Base Rent payable during each such One Year Extension shall be equal to Sublessee's Share (as defined below) of the Basic Monthly Rent payable by Sublessor under the Master Lease during such one year period of the extended term. All other terms and provisions of this Sublease shall apply to such One Year Extensions. If the "Initial Lease Term" (if Sublessor does not extend without extending the term of the Master Building F and H Lease.
(c) Anything herein to the contrary notwithstanding, if Tenant is in default under any of the terms, covenants or conditions of this Lease or the "extended term" described Building F and H Lease beyond applicable notice and cure period, if any, expressly set forth in this Lease, at the Master Lease expires on a date prior time Tenant exercises any extension option, Landlord shall have, in addition to all of Landlord’s other rights and remedies provided in this Lease, the last day of a calendar year, then any One Year Extension then in effect upon right to terminate such expiration of the Master Lease shall terminate concurrently with the expiration of the term of the Master Lease. Nothing contained herein shall be construed in any way to obligate Sublessor option(s) to extend upon notice to Tenant. For the terms avoidance of confusion, the Master Lease or foregoing shall not be read to exercise any options under prevent Tenant from curing the Master applicable default and then exercising the applicable option to extend once the default is cured if such cure is completed within the applicable cure period, if any, expressly set forth in this Lease.
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Options to Extend. Sublessee (a) Tenant shall have a series of two (2) options to extend the term Term of this Sublease Lease (the "Options to Extend") for a period successive periods of one year five (5) years each (the "One Year ExtensionsExtension Periods"), subject to and each such option for on the terms set forth herein. Tenant may only exercise the Options to Extend with respect to the entire Premises. If Tenant shall desire to exercise any Option to Extend, it shall give Landlord a One Year Extension may be exercised by Sublessee throughout notice (the "Initial Lease Term" as defined in the Master Lease. Each Inquiry Notice") of such option to extend the Sublease term for a One Year Extension shall be exercised by Sublessee's delivery of written notice thereof to Sublessor at least thirty desire not later than twelve (3012) days months prior to the expiration of the then current term Initial Term of this SubleaseLease or the preceding Extension Period, as the same case may have be Thereafter, the Fair Market Rent (as defined in Subsection (c) below) for the applicable Extension Period shall be determined in accordance with Subsection (d) below. After the applicable Fair Market Rent has been previously extended; provided that no default or event so determined, Tenant shall exercise each Option to Extend by giving Landlord notice (the "Exercise Notice") of default then exists under this Sublease on the part of Sublessee. In the event Sublessor elects its election to exercise its option to extend the term of the Master Lease pursuant to Paragraph 3 of the Addendum No. 1 to the Master Lease, then Sublessee's right to exercise additional options for One Year Extensions shall continue through the five year "extension term" provided in the Master Lease. Notwithstanding the foregoing, if Sublessor requires use of the Subleased Premises for Sublessor's own business operations do so not later than nine (and not for assignment or sublease to another person or entity), Sublessor may cancel Sublessee's option to extend the Lease term beyond the first One Year Extension, provided that (i9) Sublessor delivers written notice of such cancellation to Sublessee at least one hundred twenty (120) days months prior to the expiration of the then current term Initial Term of this SubleaseLease, or the preceding Extension Period, as the case may be. If Tenant fails to timely give either the Inquiry Notice or the Exercise Notice to Landlord with respect to any Option to Extend, Tenant shall be conclusively deemed to have waived such Option to Extend hereunder.
(b) Notwithstanding any contrary provision of this Lease, at the sole election of Landlord, each Option to Extend and any exercise by Tenant thereof shall be void and of no force or effect unless on the dates Tenant gives Landlord its Inquiry Notice and Exercise Notice for each Option to Extend and on the date of commencement of the each Extension Period (i) this Lease is in full force and effect, and (ii) Sublessor occupies the Subleased Premises for its own business use within sixty days there is no Event of Default of Tenant under this Lease.
(c) All of the terms, provisions, covenants, and conditions of this Lease shall continue to apply during each Extension Period, except that the Annual Fixed Rent Rate during each Extension Period (the "Extension Rent") shall be equal to the fair market rent for the Premises determined as of the date twelve (12) months prior to expiration of the term Initial Term or the preceding Extension Period, as the case may be, in accordance with the procedure set forth in Subsection (d) below (the "Fair Market Rent").
(d) The Fair Market Rent for each Extension Period shall be determined as follows: Within five (5) days after Tenant gives Landlord its Inquiry Notice with respect to any Option to Extend, Landlord shall give Tenant notice of this Sublease and continues Landlord's determination of the Fair Market Rent for the applicable Extension Period. Within ten (10) days after Tenant receives such use for a notice, Tenant shall notify Landlord of its agreement with or objection to Landlord's determination of the Fair Market Rent, whereupon the Fair Market Rent shall be determined by arbitration conducted in the manner set forth below. If Tenant does not notify Landlord within such ten (10) day period of at least one year. Any such cancellation Tenant's agreement with or objection to Landlord's determination of the Fair Market Rent, then the Fair Market Rent for the applicable Extension Period shall be effective as deemed to be Landlord's determination of the expiration of the then current term of this Sublease and shall only apply to options to extend following the first One Year Extension; provided that if Sublessor cancels any extension term pursuant to the terms of this Section 5.2, Sublessee shall have no further option to extend the term of this Sublease. Fair Market Rent payable for each One Year Extension occurring during the Initial Lease Term of the Master Lease will be calculated as set forth in Paragraph 3.1 abovethe notice from Landlord described in this subsection.
(e) If Tenant notifies Landlord of Tenant's objection to Landlord's determination of Fair Market Rent under the preceding subsection, such notice shall also set forth a request for arbitration and Tenant's appointment of a commercial real estate broker having at least ten (10) years experience in the commercial leasing market in the City of Cambridge, Massachusetts and MAI approved (an "Arbitrator"). With respect Within five (5) days thereafter, Landlord shall by notice to any One Year Extensions exercised by Sublessee during Tenant appoint a second Arbitrator. Each Arbitrator shall be advised to determine the five year "extended term" Fair Market Rent for the applicable Extension Period within thirty (30) days after Landlord's appointment of the Master Leasesecond Arbitrator. On or before the expiration of such thirty (30) day period, the Base two Arbitrators shall confer to compare their respective determinations of the Fair Market Rent. If the difference between the amounts so determined by the two Arbitrators is less than or equal to ten percent (10%) of the lower of said amounts then the final determination of the Fair Market Rent payable during each such One Year Extension shall be equal to Sublessee's Share the average of said amounts. If such difference between said amounts is greater than ten percent (as defined below10%), then the two arbitrators shall have ten (10) days thereafter to appoint a third Arbitrator (the "Third Arbitrator"), who shall be instructed to determine the Fair Market Rent for the applicable Extension Period within ten (10) days after its appointment by selecting one of the Basic Monthly Rent payable amounts determined by Sublessor under the Master Lease during such one year period other two Arbitrators. Each party shall bear the cost of the extended termArbitrator selected by such party. All other terms and provisions of this Sublease shall apply to such One Year Extensions. If The cost for the "Initial Lease Term" (Third Arbitrator, if Sublessor does not extend the term of the Master Lease) or the "extended term" described in the Master Lease expires on a date prior to the last day of a calendar yearany, then any One Year Extension then in effect upon such expiration of the Master Lease shall terminate concurrently with the expiration of the term of the Master Lease. Nothing contained herein shall be construed in any way to obligate Sublessor to extend the terms of the Master Lease or to exercise any options under the Master Leaseshared equally by Landlord and Tenant.
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Options to Extend. Sublessee If Tenant has not been in Default in the performance of any of its obligations under this Lease beyond any applicable cure periods for the twelve (12) months prior to its attempted exercise of this Option, Tenant shall have a series of options the right to extend the Term of the Lease for one five (5) year term of this Sublease for a (the “First Extended Term”). The First Extended Term shall commence on May 1, 2011 and expire on April 30, 2016. If Tenant has not been in Default beyond any applicable cure period of one year each ("One Year Extensions"), and each such option for a One Year Extension may be exercised by Sublessee throughout the "Initial Lease Term" as defined in the Master performance of any of its obligations under this Lease. Each such option , as extended, for twelve (12) months prior to the expiration of the First Extended Term, Tenant shall have the right to extend the Sublease Term of the Lease for one additional five (5) year term (the “Second Extended Term”). The Second Extended Term shall commence on May 1, 2016 and expire on April 30, 2021. Tenant’s right to extend for a One Year Extension the Second Extended Term is contingent on (a) Tenant successfully exercising its right to extend for the First Extended Term, and (b) Tenant not having been in Default beyond any applicable cure period in the performance of any of its obligations under this Lease, as extended, for the twelve (12) months prior to the expiration of the First Extended Term. The Lease of the Premises during the Extended Terms shall be exercised by Sublessee's delivery upon the same terms, covenants, and conditions as are set forth in this Lease, other than rent and the Term of the Leasehold. If Landlord does not receive from Tenant written notice thereof to Sublessor at least thirty (30) of Tenant’s exercise of this option by 270 days prior to the expiration of the then current term Term (in the case of this Sublease, as the same may have been previously extended; provided that no default or event of default then exists under this Sublease on the part of Sublessee. In the event Sublessor elects Tenant’s attempt to exercise its option to extend for the term of the Master Lease pursuant to Paragraph 3 of the Addendum No. 1 to the Master Lease, then Sublessee's right to exercise additional options for One Year Extensions shall continue through the five year "extension term" provided in the Master Lease. Notwithstanding the foregoing, if Sublessor requires use of the Subleased Premises for Sublessor's own business operations (and not for assignment or sublease to another person or entityFirst Extended Term), Sublessor may cancel Sublessee's option to extend the Lease term beyond the first One Year Extension, provided that (i) Sublessor delivers written notice of such cancellation to Sublessee at least one hundred twenty (120) or by 270 days prior to the expiration of the then current term First Extended Term (in the case of this Sublease, and (ii) Sublessor occupies the Subleased Premises for Tenant’s attempt to exercise its own business use within sixty days of the expiration of the term of this Sublease and continues such use for a period of at least one year. Any such cancellation shall be effective as of the expiration of the then current term of this Sublease and shall only apply to options to extend following the first One Year Extension; provided that if Sublessor cancels any extension term pursuant to the terms of this Section 5.2, Sublessee shall have no further option to extend for the term Second Extended Term) (the “Option Notice”), then regardless of whether Tenant holds over or attempts to hold over, all rights under this Subleaseoption shall automatically terminate. Rent payable for each One Year Extension occurring during the Initial Lease Term Time is of the Master Lease will be calculated as set forth in Paragraph 3.1 above. With respect to any One Year Extensions exercised by Sublessee during the five year "extended term" of the Master Lease, the Base Rent payable during each such One Year Extension shall be equal to Sublessee's Share (as defined below) of the Basic Monthly Rent payable by Sublessor under the Master Lease during such one year period of the extended term. All other terms and provisions of this Sublease shall apply to such One Year Extensions. If the "Initial Lease Term" (if Sublessor does not extend the term of the Master Lease) or the "extended term" described in the Master Lease expires on a date prior to the last day of a calendar year, then any One Year Extension then in effect upon such expiration of the Master Lease shall terminate concurrently with the expiration of the term of the Master Lease. Nothing contained herein shall be construed in any way to obligate Sublessor to extend the terms of the Master Lease or to exercise any options under the Master Leaseessence herein.
Appears in 1 contract
Samples: Industrial Lease (Abgenix Inc)
Options to Extend. Sublessee (a) Grant and Exercise of Option. Provided that (i) no default has occurred and is then continuing, and (ii) Tenant originally named herein or its Permitted Transferee remains in possession of the Leased Premises, Tenant shall have a series of options to extend the term of this Sublease for a period of one year each ("One Year Extensions"), and each such option for a One Year Extension may be exercised by Sublessee throughout the "Initial Lease Term" as defined in the Master Lease. Each such option to extend the Sublease term Lease Term for a One Year two (2) additional periods of five (5) years each (each an "Extension Term"). Each Extension Term shall be exercised upon the same terms and conditions contained in the Lease except (x) this provision giving two (2) extension options shall be amended to reflect the remaining options to extend, if any, (y) any improvement allowances or other concessions applicable to the Leased Premises under the Lease shall not apply to the Extension Term, and (z) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise each option by Sublessee's delivery of written notice thereof delivering to Sublessor at least thirty Landlord, no later than one hundred eighty (30180) days prior to the expiration of the then current term preceding term, written notice of this Sublease, as the same may have been previously extended; provided that no default or event of default then exists under this Sublease on the part of Sublessee. In the event Sublessor elects to exercise its option to extend the term of the Master Lease pursuant to Paragraph 3 of the Addendum No. 1 to the Master Lease, then SublesseeTenant's right to exercise additional options for One Year Extensions shall continue through the five year "extension term" provided in the Master Lease. Notwithstanding the foregoing, if Sublessor requires use of the Subleased Premises for Sublessor's own business operations (and not for assignment or sublease to another person or entity), Sublessor may cancel Sublessee's option desire to extend the Lease term beyond the first One Year Extension, provided that (i) Sublessor delivers written notice Term. Tenant's failure to timely exercise such option shall be deemed a waiver of such cancellation to Sublessee at least one hundred twenty option and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than ninety (12090) days prior to the expiration commencement of the Extension Term. Tenant shall be deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within five (5) business days after receipt thereof. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease (or, at Landlord's option, a new lease on the form then current term of this Sublease, in use for the Building) reflecting the terms and (ii) Sublessor occupies the Subleased Premises for its own business use within sixty days conditions of the expiration of the term of this Sublease and continues such use for a period of at least one year. Any such cancellation shall be effective as of the expiration of the then current term of this Sublease and shall only apply to options to extend following the first One Year Extension; provided that if Sublessor cancels any extension term pursuant to the terms of this Section 5.2, Sublessee shall have no further option to extend the term of this Sublease. Rent payable for each One Year Extension occurring during the Initial Lease Term of the Master Lease will be calculated as set forth in Paragraph 3.1 above. With respect to any One Year Extensions exercised by Sublessee during the five year "extended term" of the Master Lease, the Base Rent payable during each such One Year Extension shall be equal to Sublesseewithin thirty (30) days after Tenant's Share acceptance (as defined belowor deemed acceptance) of the Basic Monthly Rent payable by Sublessor under the Master Lease during such one year period of the extended term. All other terms and provisions of this Sublease shall apply to such One Year Extensions. If the "Initial Lease Term" (if Sublessor does not extend the term of the Master Lease) or the "extended term" described in the Master Lease expires on a date prior to the last day of a calendar year, then any One Year Extension then in effect upon such expiration of the Master Lease shall terminate concurrently with the expiration of the term of the Master Lease. Nothing contained herein shall be construed in any way to obligate Sublessor to extend the terms of the Master Lease or to exercise any options under the Master LeaseAdjustment.
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Options to Extend. Sublessee So long as Cell Genesys, Inc. or a Permitted Assignee is the Tenant hereunder and occupies no less than 50% of the Rentable Square Feet of the Leased Premises, and subject to the condition set forth in clause (b) below, Tenant shall have a series of two options to extend the term of this Sublease Lease with respect to the entirety of the Leased Premises, the first for a period of one five (5) years from the expiration of the initial fifteen (15) year each Lease Term (the "One Year ExtensionsFirst Extension Period"), and each such option the second (the "Second Extension Period") for a One Year period of five (5) years from the expiration of the First Extension may be exercised by Sublessee throughout Period, subject to the "Initial Lease Term" as defined in the Master Lease. following conditions: Each such option to extend the Sublease term for a One Year Extension shall be exercised exercised, if at all, by Sublessee's delivery notice of written notice thereof exercise given to Sublessor at least thirty (30) days Landlord by Tenant not more than fifteen months nor less than twelve months prior to the expiration of the then current initial Lease Term or the expiration of the First Extension Period, as applicable; Anything herein to the contrary notwithstanding, if Tenant is in default under any of the terms, covenants or conditions of this Lease, either at the time Tenant exercises either extension option or on the commencement date of the First Extension Period or the Second Extension Period, as applicable, Landlord shall have, in addition to all of Landlord's other rights and remedies provided in this Lease, the right to terminate such option(s) to extend upon notice to Tenant. In the event the applicable option is exercised in a timely fashion, the Lease shall be extended for the term of this Subleasethe First Extension Period or Second Extension Period, as applicable, upon all of the same may have been previously extended; terms and conditions of this Lease, provided that the Base Monthly Rent for the First Extension Period or Second Extension Period, as applicable shall be the "Fair Market Rent" for the Leased Premises, with annual increases as determined as part of the process set forth below. In no default event, however, shall any adjustment of Base Monthly Rent pursuant to this paragraph result in a decrease of the Base Monthly Rent for the Leased Premises below the amount due from Tenant for the month immediately preceding the applicable extension period. No leasing commissions shall be due or payable to any broker retained by Tenant with regard to this Lease for any Extension Period. Within thirty (30) days after receipt of Tenant's notice of exercise, Landlord shall and Tenant shall each notify the other in writing of Landlord's estimate of the Fair Market Rent for the applicable extension period, based on the provisions of Paragraph 15.2 above. For purposes hereof, "Fair Market Rent" shall mean collectively, (1) Base Monthly Rent for the first year of the applicable extension period, taking into account any capital improvement costs to be passed through as Additional Rent during such period and (2) the annual increases determined at the time Base Monthly Rent for the first year is determined. Within thirty (30) days after receipt by both parties of the respective notices, Landlord and Tenant shall meet to attempt to agree on the Fair Market Rent. In the event Landlord and Tenant cannot agree on the Fair Market Rent within such thirty (30) day period, Tenant shall have the right either to (i) accept Landlord's statement of default then exists under this Sublease Fair Market Rent as the Base Monthly Rent for the applicable extension period; or (ii) elect to arbitrate Landlord's estimate of Fair Market Rent, such arbitration to be conducted pursuant to the provisions hereof; or (iii) rescind Tenant's notice of exercise. Failure on the part of Sublessee. In the event Sublessor elects Tenant to exercise either require arbitration of Fair Market Rent or rescind its option to extend the term notice within such 30-day period shall constitute acceptance of the Master Lease pursuant Base Monthly Rent for the applicable extension period as calculated by Landlord. If Tenant elects arbitration, the arbitration shall be concluded within 90 days after the date of Tenant's election, subject to Paragraph 3 of extension for an additional 30-day period if a third arbitrator is required and does not act in a timely manner. To the Addendum No. 1 to the Master Lease, then Sublessee's right to exercise additional options for One Year Extensions shall continue through the five year "extension term" provided in the Master Lease. Notwithstanding the foregoing, if Sublessor requires use of the Subleased Premises for Sublessor's own business operations (and extent that arbitration has not for assignment or sublease to another person or entity), Sublessor may cancel Sublessee's option to extend the Lease term beyond the first One Year Extension, provided that (i) Sublessor delivers written notice of such cancellation to Sublessee at least one hundred twenty (120) days been completed prior to the expiration of any preceding period for which Base Monthly Rent has been determined, Tenant shall pay Base Monthly Rent at the rate calculated by Landlord, with the potential for an adjustment to be made once Fair Market Rent is ultimately determined by arbitration. In the event of arbitration, the judgment or the award rendered in any such arbitration may be entered in any court having jurisdiction and shall be final and binding between the parties. The arbitration shall be conducted and determined in the City and County of San Francisco in accordance with the then current term prevailing rules of this Subleasethe American Arbitration Association or its successor for arbitration of commercial disputes except to the extent that the procedures mandated by such rules shall be modified as follows: At the time Tenant's elects arbitration under Paragraph 15.3 above, Tenant shall send to Landlord a notice specifying therein the name and address of the person to act as the arbitrator on its behalf. The arbitrator shall be qualified as a real estate broker with no less than 7 years experience leasing of similar industrial, research and development, or office space in Northern San Mateo County. Failure on the part of Tenant to make a proper demand in a timely manner for such arbitration shall constitute a waiver of the right thereto. Within fifteen (15) days after the service of the demand for arbitration, Landlord shall give notice to Tenant, specifying the name and address of the person designated by Landlord to act as arbitrator on its behalf who shall be similarly qualified. If Landlord fails to notify Tenant of the appointment of its arbitrator, within or by the time above specified, then the arbitrator appointed by Tenant shall be the arbitrator to determine the issue. In the event that two arbitrators are chosen pursuant to Paragraph 15.4(a) above, the arbitrators so chosen shall, within fifteen (15) days after the second arbitrator is appointed determine the Fair Market Rent. The arbitrators shall be instructed that they must choose a Fair Market Rent of Landlord's proposal or Tenant's proposal or a number in between the two. If the two arbitrators shall be unable to agree upon a determination of Fair Market Rent within such 15-day period, they, themselves, shall appoint a third arbitrator, who shall be a competent and impartial person with qualifications similar to those required of the first two arbitrators pursuant to Paragraph 15.4(a). In the event they are unable to agree upon such appointment within seven days after expiration of such 15-day period, the third arbitrator shall be selected by the parties themselves, if they can agree thereon, within a further period of fifteen (15) days. If the parties do not so agree, then either party, on behalf of both, may request appointment of such a qualified person by the then Presiding Judge of the California Superior Court having jurisdiction over the County of San Mateo, acting in his private and not in his official capacity, and (ii) Sublessor occupies the Subleased Premises other party shall not raise any question as to such Judge's full power and jurisdiction to entertain the application for its own business use and make the appointment. The three arbitrators shall decide the dispute if it has not previously been resolved by following the procedure set forth below. Where an issue cannot be resolved by agreement between the two arbitrators selected by Landlord and Tenant or settlement between the parties during the course of arbitration, the issue shall be resolved by the three arbitrators within sixty 15 days of the expiration appointment of the term third arbitrator in accordance with the following procedure. The arbitrator selected by each of this Sublease and continues such use the parties shall state in writing his determination of the Fair Market Rent supported by the reasons therefor with counterpart copies to each party. The arbitrators shall arrange for a period simultaneous exchange of at least one yearsuch proposed resolutions. Any such cancellation The role of the third arbitrator shall be effective as to select which of the expiration two proposed resolutions most closely approximates his determination of the then current term of this Sublease and shall only apply to options to extend following the first One Year Extension; provided that if Sublessor cancels any extension term pursuant to the terms of this Section 5.2, Sublessee Fair Market Rent. The third arbitrator shall have no further option right to extend the term propose a middle ground or any modification of this Sublease. Rent payable for each One Year Extension occurring during the Initial Lease Term either of the Master Lease will be calculated two proposed resolutions. The resolution he chooses as set forth in Paragraph 3.1 above. With respect to any One Year Extensions exercised by Sublessee during most closely approximating his determination shall constitute the five year "extended term" decision of the Master Leasearbitrators and be final and binding upon the parties. In the event of a failure, the Base Rent payable during each such One Year Extension refusal or inability of any arbitrator to act, his successor shall be equal to Sublessee's Share (as defined below) appointed by him, but in the case of the Basic Monthly Rent payable by Sublessor under third arbitrator, his successor shall be appointed in the Master Lease during such one year period same manner as provided for appointment of the extended termthird arbitrator. All other terms The arbitrators shall decide the issue within fifteen (15) days after the appointment of the third arbitrator. Any decision in which the arbitrator appointed by Landlord and the arbitrator appointed by Tenant concur shall be binding and conclusive upon the parties. Each party shall pay the fee and expenses of its respective arbitrator and both shall share the fee and expenses of the third arbitrator, if any, and the attorneys' fees and expenses of counsel for the respective parties and of witnesses shall be paid by the respective party engaging such counsel or calling such witnesses. The arbitrators shall have the right to consult experts and competent authorities to obtain factual information or evidence pertaining to a determination of Fair Market Rent, but any such consultation shall be made in the presence of both parties with full right on their part to cross-examine. The arbitrators shall render their decision and award in writing with counterpart copies to each party. The arbitrators shall have no power to modify the provisions of this Sublease shall apply to such One Year Extensions. If the "Initial Lease Term" (if Sublessor does not extend the term of the Master Lease) or the "extended term" described in the Master Lease expires on a date prior to the last day of a calendar year, then any One Year Extension then in effect upon such expiration of the Master Lease shall terminate concurrently with the expiration of the term of the Master Lease. Nothing contained herein shall be construed in any way to obligate Sublessor to extend the terms of the Master Lease or to exercise any options under the Master Lease.
Appears in 1 contract
Samples: Lease Agreement (Cell Genesys Inc)
Options to Extend. Sublessee So long as Tenant is leasing the entirety of Building E, Building F, Building G, and Building H, and subject to the conditions set forth below, Tenant shall have a series of three (3) options to extend the term of this Sublease Lease, the first for a period of one year each six ("One Year Extensions"6) years from the expiration of the initial, unextended Lease Term (the “First Extension Period”), and each such option the second (the “Second Extension Period”) for a One Year period of six (6) years from the expiration of the First Extension may be exercised by Sublessee throughout Period, and the "Initial Lease Term" as defined in third (the Master Lease. “Third Extension Period”) for a period of six (6) years from the expiration of the Second Extension Period, subject to the following conditions:
(a) Each such option to extend the Sublease term for a One Year Extension shall be exercised exercised, if at all, by Sublessee's delivery notice of written notice thereof exercise given to Sublessor at least thirty Landlord by Tenant not more than twelve (3012) days months nor less than nine (9) months prior to the expiration of the then current term of this Subleaseinitial, as the same may have been previously extended; provided that no default unextended Lease Term or event of default then exists under this Sublease on the part of Sublessee. In the event Sublessor elects to exercise its option to extend the term of the Master Lease pursuant to Paragraph 3 of the Addendum No. 1 to the Master Lease, then Sublessee's right to exercise additional options for One Year Extensions shall continue through the five year "extension term" provided in the Master Lease. Notwithstanding the foregoing, if Sublessor requires use of the Subleased Premises for Sublessor's own business operations (and not for assignment or sublease to another person or entity), Sublessor may cancel Sublessee's option to extend the Lease term beyond the first One Year Extension, provided that (i) Sublessor delivers written notice of such cancellation to Sublessee at least one hundred twenty (120) days prior to the expiration of the then current term of this SubleaseFirst Extension Period or the Second Extension Period, and as applicable; Building G
(iib) Sublessor occupies Tenant shall not have the Subleased Premises for its own business use within sixty days of the expiration of the term of this Sublease and continues such use for a period of at least one year. Any such cancellation shall be effective as of the expiration of the then current term of this Sublease and shall only apply to options to extend following the first One Year Extension; provided that if Sublessor cancels any extension term pursuant to the terms of this Section 5.2, Sublessee shall have no further option right to extend the term of this Sublease. Rent payable for each One Year Extension occurring during the Initial Lease Term of the Master Lease will be calculated as set forth in Paragraph 3.1 above. With respect to any One Year Extensions exercised by Sublessee during the five year "extended term" of the Master Lease, the Base Rent payable during each such One Year Extension shall be equal to Sublessee's Share (as defined below) of the Basic Monthly Rent payable by Sublessor under the Master Lease during such one year period of the extended term. All other terms and provisions of this Sublease shall apply to such One Year Extensions. If the "Initial Lease Term" (if Sublessor does not extend the term of the Master Lease) or the "extended term" described in the Master Lease expires on a date prior to the last day of a calendar year, then any One Year Extension then in effect upon such expiration of the Master Lease shall terminate concurrently with the expiration of the term of the Master Lease. Nothing contained herein shall be construed in any way to obligate Sublessor to extend without extending the terms of the Master Building E Lease and the Building F and H Lease.
(c) Anything herein to the contrary notwithstanding, if Tenant is in default under any of the terms, covenants or conditions of this Lease or the Building F and H Lease beyond applicable notice and cure period, if any, expressly set forth in this Lease, at the time Tenant exercises any extension option, Landlord shall have, in addition to exercise any options under all of Landlord’s other rights and remedies provided in this Lease, the Master right to terminate such option(s) to extend upon notice to Tenant. For the avoidance of confusion, the foregoing shall not be read to prevent Tenant from curing the applicable default and then exercising the applicable option to extend once the default is cured if such cure is completed within the applicable cure period, if any, expressly set forth in this Lease.
Appears in 1 contract
Options to Extend. Sublessee shall have a series of Landlord hereby grants to Tenant (individually, "Extension Option" and collectively, "Extension Options") four (4) -successive options to extend the term of this Sublease Lease Term for a period of one year five (5) years each (individually, "One Year ExtensionsOption Term" and collectively, "Option Terms"), and each such option for a One Year Extension may be exercised by Sublessee throughout the "Initial Lease Term" as defined in the Master Lease. Each such option to extend the Sublease term for a One Year Extension shall Option must be exercised exercised, if at all, by Sublessee's delivery of written notice thereof ("Option Notice") delivered by Tenant to Sublessor at least thirty (30) days prior to the expiration of the then current term of this Sublease, as the same may have been previously extended; provided that no default or event of default then exists under this Sublease on the part of Sublessee. In the event Sublessor elects to exercise its option to extend the term of the Master Lease pursuant to Paragraph 3 of the Addendum No. 1 to the Master Lease, then Sublessee's right to exercise additional options for One Year Extensions shall continue through the five year "extension term" provided in the Master Lease. Notwithstanding the foregoing, if Sublessor requires use of the Subleased Premises for Sublessor's own business operations (and Landlord not for assignment or sublease to another person or entity), Sublessor may cancel Sublessee's option to extend the Lease term beyond the first One Year Extension, provided that (i) Sublessor delivers written notice of such cancellation to Sublessee at least one less than one-hundred twenty (120) days nor more than three hundred sixty (360) days prior to the end of the initial Lease Term or the then existing Option Term, as the case may be ("Exercise Window"). Notwithstanding the foregoing, Tenant shall not be deemed to have waived its right to exercise an Extension Option unless Tenant fails to deliver such Option Notice within fifteen (15) days after Landlord's delivery to Tenant of written notice notifying Tenant that Landlord failed to receive such Option Notice during the applicable Exercise Window. Further, the Extension Options shall, at Landlord's election, become null and void and of no further force and effect if Tenant is in monetary default or material non-monetary default after applicable notice and expiration of cure periods under this Lease at the then current term time Tenant attempts to exercise such Extension Option or, following such exercise, prior to the commencement of this Subleasethe applicable Option Term. Provided Tenant has properly and timely exercised the applicable Extension Option, the Lease Term shall be extended for the period specified above, and (ii) Sublessor occupies the Subleased Premises for its own business use within sixty days all terms, covenants and conditions of the expiration of the term of this Sublease Lease shall remain unmodified and continues such use for a period of at least one year. Any such cancellation in full force and effect except that Base Rent (as defined in Article 3 below) payable by Tenant during each Option Term shall be effective as of the expiration of the then current term of this Sublease and shall only apply to options to extend following the first One Year Extension; provided that if Sublessor cancels any extension term pursuant to the terms of this Section 5.2, Sublessee shall have no further option to extend the term of this Sublease. Rent payable for each One Year Extension occurring during the Initial Lease Term of the Master Lease will be calculated adjusted as set forth in Paragraph 3.1 above. With respect to any One Year Extensions exercised by Sublessee during the five year "extended term" Section 7 of the Master Summary. The term of this Lease, the Base Rent payable during each such One Year Extension shall as may be equal extended by any Option Term, is hereinafter collectively referred to Sublessee's Share (as defined below) of the Basic Monthly Rent payable by Sublessor under the Master Lease during such one year period of the extended term. All other terms and provisions of this Sublease shall apply to such One Year Extensions. If the "Initial Lease Term" (if Sublessor does not extend the term of the Master Lease) or the ."extended term" described in the Master Lease expires on a date prior to the last day of a calendar year, then any One Year Extension then in effect upon such expiration of the Master Lease shall terminate concurrently with the expiration of the term of the Master Lease. Nothing contained herein shall be construed in any way to obligate Sublessor to extend the terms of the Master Lease or to exercise any options under the Master Lease.
Appears in 1 contract
Samples: Lease (Aei Net Lease Income & Growth Fund Xix Limited Partnership)