Options to Renew. 1.5.1 Lessee is hereby granted two (2) successive options to renew this Master Lease as to the Non-Litchfield Facilities for a period of ten (10) Lease Years each (each a “Non-Litchfield Option to Renew”), with the first such Non-Litchfield Option to Renew being for the period from January 1, 2014 through December 31, 2023 and the second such option being for the period from January 1, 2024 through December 31, 2033. The Non-Litchfield Options to Renew are subject to the following terms and conditions (which conditions may be waived by Lessor in its sole discretion): (a) A Non-Litchfield Option to Renew is exercisable only by Notice to Lessor at least three hundred and sixty-five (365) days, and not more than five hundred forty-five (545), prior to the expiration of the Initial Continued Term (or prior to the expiration of the period covered by the preceding Non-Litchfield Option to Renew, as the case may be); (b) No Event of Default shall have occurred and be continuing either at the time a Non-Litchfield Option to Renew is exercised or at the commencement of the period covered by each Non-Litchfield Option to Renew; (c) During the period covered by each Non-Litchfield Option to Renew, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain in full force and effect; and, (d) Lessee may exercise its Non-Litchfield Facilities Option to Renew with respect to all (and no fewer than all) of the Non-Litchfield Facilities which are subject to this Master Lease at the time of exercise of each Non-Litchfield Option to Renew. 1.5.2 Lessee is hereby granted two (2) successive options to renew this Master Lease as to the Litchfield Facilities (each a “Litchfield Option to Renew”), with the first such Litchfield Option to Renew being for the period from October 1, 2017 through December 31, 2023 and the second such option being for the period from January 1, 2024 through December 31, 2033. The Litchfield Options to Renew are subject to the following terms and conditions (which conditions may be waived by Lessor in its sole discretion): (a) A Litchfield Option to Renew is exercisable only by Notice to Lessor at least three hundred and sixty-five (365) days, and not more than five hundred forty-five (545), prior to the expiration of the Initial Litchfield Term (or prior to the expiration of the period covered by the preceding Litchfield Option to Renew, as the case may be); (b) No Event of Default shall have occurred and be continuing either at the time a Litchfield Option to Renew is exercised or at the commencement of each period covered by a Litchfield Option to Renew; (c) Lessee shall have exercised all Non-Litchfield Options to Renew which can be exercised as of the date of the applicable Litchfield Option to Renew; (d) During the period covered by a Litchfield Option to Renew, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain in full force and effect; and, (e) Lessee may exercise its Litchfield Option to Renew with respect to all (and no fewer than all) of the Litchfield Facilities which are subject to this Master Lease at the time of exercise of each Litchfield Option to Renew.
Appears in 2 contracts
Samples: Master Lease Agreement (Sun Healthcare Group Inc), Master Lease Agreement (Omega Healthcare Investors Inc)
Options to Renew. 1.5.1 Lessee is hereby granted two (2) successive options to renew this Master Lease as to the Non-Litchfield Facilities for a period of ten (10) Lease Years each (each a “Non-Litchfield Option to Renew”), with the first such Option to Renew being, with respect to the Non-Litchfield Option to Renew being Facilities, for the period from January 1, 2014 through December 31, 2023 2025 and, with respect to the Litchfield Facilities, for the period from October 1, 2017 through December 31, 2025, and the second such option being being, with respect to all of the Facilities, for the period from January 1, 2024 2026 through December 31, 20332035. The Non-Litchfield Options to Renew are subject to the following terms and conditions (which conditions may be waived by Lessor in its sole discretion):
(a) A Non-Litchfield An Option to Renew is exercisable only by Notice to Lessor at least three hundred and sixty-five (365) days, and not more than five hundred forty-five (545), prior to the expiration of the Initial Continued Term (or prior to the expiration of the period covered by the preceding Non-Litchfield Option to Renew, as the case may be);
(b) No Event of Default shall have occurred and be continuing either at the time a Non-Litchfield an Option to Renew is exercised or at the commencement of the period covered by each Non-Litchfield Option to Renew;
(c) During the period covered by each Non-Litchfield Option to Renew, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain in full force and effect; and,
(d) Lessee may exercise its Non-Litchfield Facilities Option to Renew with respect to all (and no fewer than all) of the Non-Litchfield Facilities which are subject to this Master Lease at the time of exercise of each Non-Litchfield Option to Renew.
1.5.2 Lessee is hereby granted two (2) successive options to renew this Master Lease as to , it being understood and agreed, however, that upon the Litchfield Facilities (each a “Litchfield exercise of the first Option to Renew”), with the first such affect shall be to automatically renew the Initial Litchfield Option to Renew being for Term upon the period from October 1, 2017 through December 31, 2023 and expiration thereof not upon the second such option being for the period from January 1, 2024 through December 31, 2033. The Litchfield Options to Renew are subject to the following terms and conditions (which conditions may be waived by Lessor in its sole discretion):
(a) A Litchfield Option to Renew is exercisable only by Notice to Lessor at least three hundred and sixty-five (365) days, and not more than five hundred forty-five (545), prior to the earlier expiration of the Initial Litchfield Term (or prior to the expiration of the period covered by the preceding Litchfield Option to Renew, as the case may be);
(b) No Event of Default shall have occurred and be continuing either at the time a Litchfield Option to Renew is exercised or at the commencement of each period covered by a Litchfield Option to Renew;
(c) Lessee shall have exercised all Non-Litchfield Options to Renew which can be exercised as of the date of the applicable Litchfield Option to Renew;
(d) During the period covered by a Litchfield Option to Renew, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain in full force and effect; and,
(e) Lessee may exercise its Litchfield Option to Renew with respect to all (and no fewer than all) of the Litchfield Facilities which are subject to this Master Lease at the time of exercise of each Litchfield Option to RenewContinued Term.
Appears in 2 contracts
Samples: Master Lease Agreement (Omega Healthcare Investors Inc), Master Lease Agreement (Sun Healthcare Group Inc)
Options to Renew. 1.5.1 Lessee The first paragraph of Section 6 of the Sixth Amendment, entitled “Options to Renew” is hereby granted replaced with the following to provide Tenant with two five (5) year options to renew the Lease term upon expiration of the Seventh Amendment Extended Term: “Subject to the provisions set forth below, the Lease term may be renewed, at the option of Tenant (the “Renewal Option”), for two (2) successive options to renew this Master Lease as to the Non-Litchfield Facilities for a period additional periods of ten (10) Lease Years five years each (each a “Non-Litchfield Option to RenewRenewal Term” and together the “Renewal Terms”). The Renewal Option may be exercised by Tenant as to either or both the 1310 Premises and 1320 Premises, with but not for a portion of either the 1310 Premises or 1320 Premises, except that the second Renewal Option shall not apply to any portion of the Demised Premises as to which the first such Non-Litchfield Renewal Option to Renew being for the period from January 1, 2014 through December 31, 2023 and the second such option being for the period from January 1, 2024 through December 31, 2033is not exercised. The Non-Litchfield Options to Renew are subject to the first Renewal Term shall apply, if exercised by Tenant, immediately following terms and conditions (which conditions may be waived by Lessor in its sole discretion):
(a) A Non-Litchfield Option to Renew is exercisable only by Notice to Lessor at least three hundred and sixty-five (365) days, and not more than five hundred forty-five (545), prior to the expiration of the Initial Continued Seventh Amendment Extended Term, and the second Renewal Term (or prior to shall apply, if exercised by Tenant, immediately following the expiration of the period covered by first Renewal Term. Each Renewal Term will be upon the preceding Non-Litchfield Option to Renewsame terms, covenants and conditions contained in the Lease, as amended by this Seventh Amendment, except that (i) the case may be);
Abated Base Rent Amount and the New Allowance called for by this Seventh Amendment shall not apply, (bii) No Event of Default shall have occurred and be continuing either at if the time a Non-Litchfield Renewal Option to Renew is exercised or at as to the commencement 1320 Premises, the 1320 Termination Right shall not apply, (iii) the minimum guaranteed rental due for such Renewal Term will be established as set forth in Sections 6(a) through 6(g) of Section 6 in the period covered by each Non-Litchfield Option Sixth Amendment and Exhibit D to Renew;
(c) During the period covered by each Non-Litchfield Option to RenewSixth Amendment, except as otherwise specifically provided may be amended by this Seventh Amendment, and (iv) Tenant shall not have any additional right or options to extend or renew the Lease term other than the remaining Renewal Term if Tenant renews for herein, all of the terms and conditions of this Master Lease shall remain in full force and effect; and,
(dfirst Renewal Term. Sections 6(a) Lessee may exercise its Non-Litchfield Facilities Option to Renew with respect to all (and no fewer than allthrough 6(g) of the NonSixth Amendment shall apply to each Renewal Term under Section 6 of this Seventh Amendment, except: (1) the reference to “1310-Litchfield Facilities which are subject to this Master 14-20 Lease at Expiration Date” in Section 6(e) of the time of exercise of each Non-Litchfield Option to Renew.
1.5.2 Lessee is hereby granted two Sixth Amendment means the New Expiration Date (i.e. December 31, 2023) for the Seventh Amendment Extended Term, (2) successive options clause (iii) in said Section 6(g) is revised to renew read “that Tenant has not assigned this Master Lease as (other than to a Permitted Transferee)”, and (3) clause (v) of said Section 6(g) is deleted. Any reference to the Litchfield Facilities (each a “Litchfield Option to Renew”), with the right of first such Litchfield Option to Renew being for the period from October 1, 2017 offer in Section 6 or Sections 6(a) through December 31, 2023 and the second such option being for the period from January 1, 2024 through December 31, 2033. The Litchfield Options to Renew are subject to the following terms and conditions (which conditions may be waived by Lessor in its sole discretion):
(a) A Litchfield Option to Renew is exercisable only by Notice to Lessor at least three hundred and sixty-five (365) days, and not more than five hundred forty-five (545), prior to the expiration of the Initial Litchfield Term (or prior to the expiration of the period covered by the preceding Litchfield Option to Renew, as the case may be);
(b) No Event of Default shall have occurred and be continuing either at the time a Litchfield Option to Renew is exercised or at the commencement of each period covered by a Litchfield Option to Renew;
(c) Lessee shall have exercised all Non-Litchfield Options to Renew which can be exercised as of the date of the applicable Litchfield Option to Renew;
(d) During the period covered by a Litchfield Option to Renew, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain in full force and effect; and,
(e) Lessee may exercise its Litchfield Option to Renew with respect to all (and no fewer than all6(g) of the Litchfield Facilities which are subject Sixth Amendment is deleted. Exhibit D to the Sixth Amendment shall apply to establishing the Fair Market Rent and Fair Market Allowance for each Renewal Term under this Master Section 6.” Any other options or rights to extend or renew the Lease at the time of exercise of each Litchfield Option to Renewterm shall no longer apply.
Appears in 1 contract
Samples: Lease (Accuray Inc)
Options to Renew. 1.5.1 Lessee (a) Provided that Landlord has not given Tenant notice of monetary default or material non-monetary default more than three (3) times in the immediately preceding 12 month period, that there then exists no Event of Default by Tenant under this Lease, nor any event that with the giving of notice and/or the passage of time would constitute an Event of Default, and that Tenant and/or its Affiliate is/are the sole occupant(s) of the Premises, Tenant shall have the right and option to extend the Term of this Lease for four (4) additional periods of sixty (60) months each, exercisable by giving Landlord prior written notice, on or before that date that is hereby granted ten (10) months prior to the then current Expiration Date, of Tenant’s election to extend the Term of this Lease; it being agreed that time is of the essence and that this option is personal to Tenant and any assignee or sublessee to whom Tenant is permitted to transfer this Lease without Landlord’s consent pursuant to Section 18(b), and is non-transferable to any other assignee or sublessee (regardless of whether any such assignment or sublease was made with or without Landlord’s consent) or other party.
(b) Such extensions shall be under the same terms and conditions as provided in this Lease except as follows:
(i) each additional term shall begin on the day after the then current Expiration Date and thereafter the Expiration Date shall be deemed to be the date that is five (5) years after the then current Expiration;
(ii) there shall be only three (3) further options to extend following the first renewal, two (2) successive further options to renew this Master Lease as extend following the second renewal, one (1) further option to extend following the third renewal and no further options to extend after the fourth renewal; and
(iii) the Minimum Annual Rent for each year of the additional period shall be equal to the Non-Litchfield Facilities for a period greater of (i) the Minimum Annual Rent payable in the immediately preceding Lease Year, or (ii) 95% of the fair market rental value of the Premises and annual increases in fair market rental value (collectively, the “FMR”) applicable at the time Tenant exercises such option (but in no event prior to the date that is ten (10) Lease Years each months before the then current Expiration Date). In determining the fair market rental value of the Premises and fair market annual increases in such rental value, Landlord shall take into account and make appropriate adjustments to reflect current market terms, conditions and concessions for similar renewal transactions in similar industrial buildings that are then generally available in the market area (each a “Non-Litchfield Option to Renew”)and taking into account whether such terms, with conditions and concessions are being made available by Landlord) at the first such Non-Litchfield Option to Renew being for the period from January 1, 2014 through December 31, 2023 and the second time Tenant exercises such option being for the period from January 1, 2024 through December 31, 2033. The Non-Litchfield Options to Renew are subject to the following terms and conditions (which conditions may be waived by Lessor but in its sole discretion):
(a) A Non-Litchfield Option to Renew is exercisable only by Notice to Lessor at least three hundred and sixty-five (365) days, and not more than five hundred forty-five (545), no event prior to the expiration of date that is ten (10) months before the Initial Continued Term (or prior to the expiration of the period covered by the preceding Non-Litchfield Option to Renew, as the case may bethen current Expiration Date);
(b) No Event of Default shall have occurred and be continuing either at the time a Non-Litchfield Option to Renew is exercised or at the commencement of the period covered by each Non-Litchfield Option to Renew;.
(c) During Unless Landlord accepts as Tenant’s Minimum Annual Rent obligation for each year of an additional period an amount equal to the period covered by each Non-Litchfield Option to RenewMinimum Annual Rent payable in the immediately preceding Lease Year (the “Prior Rent Alternative”), except as otherwise specifically provided for herein, all within fifteen (15) days after Landlord receives notice of Tenant’s exercise of the terms and conditions option to extend the Term of this Master Lease, but in no event prior to the date that is ten (10) months before the then current Expiration Date, Landlord will give notice to Tenant (the “Rent Notice”) of Landlord’s opinion of the FMR and comparing the FMR to the Minimum Annual Rent payable in the immediately preceding Lease Year. If Tenant does not respond to the Rent Notice within fifteen (15) days after receiving it, Landlord’s opinion of the FMR shall remain be deemed accepted as the Minimum Annual Rent due for each Lease Year of the additional period. If, during such fifteen (15) day period, Tenant gives Landlord notice that Tenant contests Landlord’s determination of the FMR (an “Objection Notice”), which notice must contain therein Tenant’s opinion of the FMR, the parties will attempt to arrive at a mutually agreeable Minimum Annual Rent for each Lease Year of the additional period, which, in full force and effect; and,no event, shall be less than the Prior Rent Alternative. When the parties come to an agreement, they will both execute an amendment to this Lease establishing the Minimum Annual Rent for each Lease Year of the additional period.
(d) Lessee may exercise If Landlord and Tenant cannot agree as to the FMR within fifteen (15) days after Landlord’s receipt of the Objection Notice, the FMR shall be determined by appraisal. Within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall give written notice to the other setting forth the name and address of an appraiser designated by the party giving notice. All appraisers selected shall be members of the American Institute of Real Estate Appraisers and shall have had at least ten (10) years continuous experience in the business of appraising industrial buildings in the market area. If either party shall fail to give notice of such designation within the time period provided, then the party who has designated its appraiser (the “Designating Party”) shall notify the other party (the “Non-Litchfield Facilities Option to Renew with respect to all (and no fewer than allDesignating Party”) of in writing that the Non-Litchfield Facilities which are subject Designating Party has an additional ten (10) days to this Master Lease at give notice of its designation, otherwise the time appraiser, if any, designated by the Designating Party shall conclusively determine the FMR. If two appraisers have been designated, such appraisers shall attempt to agree upon the FMR. If the two appraisers do not agree on the FMR within twenty (20) days of exercise their designation, the two appraisers shall designate a third appraiser. If the two appraisers shall fail to agree upon the identity of each Non-Litchfield Option a third appraiser within five (5) business days following the end of such twenty (20) day period, then either Landlord or Tenant may apply to Renew.
1.5.2 Lessee is hereby granted two (2) successive options to renew this Master Lease the American Arbitration Association, or any successor thereto having jurisdiction, for the settlement of the dispute as to the Litchfield Facilities (each designation of the third appraiser and the American Arbitration Association shall designate a “Litchfield Option to Renew”), third appraiser in accordance with the first Real Estate Valuation Arbitration Rules of the American Arbitration Association. The three appraisers shall conduct such Litchfield Option hearings as they may deem appropriate, shall make their determination of the FMR in writing and shall give notice to Renew being Landlord and Tenant of such determination within twenty (20) days after the appointment of the third appraiser. If the three appraisers cannot agree upon the FMR, each appraiser shall submit in writing to Landlord and Tenant the FMR as determined by such appraiser. The FMR for the period from October 1purposes of this paragraph shall be equal to the arithmetic average of the two closest determinations of FMR submitted by the appraisers. Each party shall pay its own fees and expenses in connection with any appraiser selected by such party under this paragraph, 2017 through December 31, 2023 and the second such option being for parties shall share equally all other expenses and fees of the period from January 1arbitration, 2024 through December 31, 2033including the fees and expenses charged by the third appraiser. The Litchfield Options to Renew are subject FMR as determined in accordance with the provisions of this Section shall be final and binding upon Landlord and Tenant. Notwithstanding anything contained in this Section to the following terms and conditions (which conditions may be waived by Lessor contrary, in its sole discretion):
(a) A Litchfield Option to Renew is exercisable only by Notice to Lessor at least three hundred and sixty-five (365) days, and not more than five hundred forty-five (545), prior to the expiration no event shall Tenant’s Minimum Annual Rent obligation for each year of the Initial Litchfield Term (or prior to additional period be an amount that is less than the expiration of the period covered by the preceding Litchfield Option to Renew, as the case may be);
(b) No Event of Default shall have occurred and be continuing either at the time a Litchfield Option to Renew is exercised or at the commencement of each period covered by a Litchfield Option to Renew;
(c) Lessee shall have exercised all Non-Litchfield Options to Renew which can be exercised as of the date of the applicable Litchfield Option to Renew;
(d) During the period covered by a Litchfield Option to Renew, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain in full force and effect; and,
(e) Lessee may exercise its Litchfield Option to Renew with respect to all (and no fewer than all) of the Litchfield Facilities which are subject to this Master Lease at the time of exercise of each Litchfield Option to RenewPrior Rent Alternative.
Appears in 1 contract
Samples: Lease Agreement (Zulily, Inc.)
Options to Renew. 1.5.1 Lessee is hereby granted two Tenant shall have five (25) consecutive options (each, an "Option") to extend and renew the Term for successive options to renew this Master Lease as to the Non-Litchfield Facilities for a period periods of ten five (105) Lease Years years each (each a “Non-Litchfield Option to Renew”each, an "Extended Term"), with the first such Non-Litchfield Option to Renew being for the period from January 1, 2014 through December 31, 2023 and the second such option being for the period from January 1, 2024 through December 31, 2033. The Non-Litchfield Options to Renew are subject to and in accordance with all of the following terms and conditions (which conditions may be waived by Lessor in its sole discretion):conditions:
(a) A Non-Litchfield Tenant shall be required to exercise each Option with respect to Renew is exercisable (i) the entire Pavilion Premises, and (ii) all or a portion of the Tower Premises; provided, however, that if Tenant elects to exercise the Option for less than the entire Tower Premises then demised under the Lease, then Tenant shall be required to exercise the Option with respect to (1) the entire Pavilion Premises; along with (2) the partial Tower Premises in full floor increments. For the avoidance of doubt, Tenant may exercise each Option for the entire Pavilion Premises only pursuant to clause (i) above, or all or the entire Pavilion Premises, plus all or a portion of the Tower Premises in full floor increments pursuant to clause (ii) above;
(b) Tenant shall exercise the Option by Notice giving written notice to Lessor Landlord not less than fifteen (15) months prior to the Expiration Date (or, in the case of Tenant exercising subsequent Options, at least three hundred and sixty-five fifteen (36515) days, and not more than five hundred forty-five (545), months prior to the expiration of the Initial Continued then-current Extended Term), time being of the essence;
(c) Each Extended Term shall be under the then applicable terms and conditions contained in this Lease, except that: (or i) the annual Fixed Rent for the first three (3) Extended Terms shall be an amount equal to the lesser of (A) one hundred percent (100%) of the Annual Fair Market Rental Rate (as hereinafter defined) of the Premises as of the Expiration Date (or, in the case of Tenant exercising subsequent Options, as of the expiration date of the then-current Extended Term), and (B) the then-fully escalated Fixed Rent inclusive of (a) all accrued and continuing Cost of Operation and Maintenance, Complex Operating Expenses and Taxes above the Operational Base Year and Tax Base Year for the initial Term hereunder, and (ii) the continued escalations in Fixed Rent from the initial Term and any previous Extended Term(s) in accordance with the Fixed Rent schedule set forth in Section 4.01 hereof (by way of example, the annual Fixed Rent for the Pavilion Premises as calculated pursuant to the foregoing subsection (B) for the first three (3) Extended Terms would be as follows: (a) for the first (1st) Extended Term, $54.25 per rentable square foot; (b) for the second (2nd) Extended Term, $58.50 per rentable square foot; and (c) for the third (3rd) Extended Term, $62.75 per rentable square foot); (ii) the annual Fixed Rent for the fourth (4th) and fifth (5th) Extended Terms shall be an amount equal to one hundred percent (100%) of the Annual Fair Market Rental Rate of the Premises as of six (6) months prior to the expiration of the then-current Extended Term; and (iii) the Tax Base Year and Operational Base Year for the fourth (4th) and fifth (5th) Extended Terms shall be adjusted to reflect the first twelve (12) month period covered by the preceding Non-Litchfield Option to Renew, as the case may be)of such applicable Extended Term;
(bd) No Event of Default by Tenant shall exist either on the date that Tenant exercises such Option or on the date that the Extended Term is otherwise scheduled to commence;
(e) Tenant's failure to give Landlord written notice exercising the Option to extend within the stipulated time shall result in the automatic forfeiture of the Option and any subsequent Option(s). Landlord shall have occurred no further obligation to solicit such notice, or to remind Tenant of its obligations hereunder. If Tenant fails or declines to properly exercise any Option, then Tenant shall have no right or option to exercise any subsequent Options hereunder, which subsequent Options shall be null and void and of no further force or effect; and
(f) The Options to extend are offered exclusively to the named Tenant herein only (i.e., World Wrestling Entertainment, Inc.) and to any assignee of Tenant's interest in this Lease under a permitted assignment of Tenant's leasehold pursuant to the applicable terms of Article 19 of this Lease and may not otherwise be continuing assigned, pledged or transferred to any other party.
(g) The "Annual Fair Market Rental Rate" for the Extended Terms shall be determined as follows: Upon Landlord's receipt of Tenant's timely notice of Tenant's exercise of the Option, and commencing on or about the date which is twelve (12) months before the start of the applicable Extended Term, Landlord shall deliver to Tenant, in writing, Landlord's good faith determination of the then annual fair market rental rate of the Premises as of the Expiration Date (or the last day of the then-current Extended Term or the day that is six (6) months prior to the last day of the then current Extended Term, as applicable), which shall be based on the annual fair market rental rate for comparable, first-class commercial office space (including any available in the Complex) on comparable terms and conditions in the Complex or in the Stamford, Connecticut commercial office rental market and taking into account all customary and relevant market factors (including, without limitation, landlord concessions, the new Tax Base Year and Operational Base Year for the applicable Extended Term, if applicable as set forth above). Tenant shall have thirty (30) days following receipt of Landlord's determination to either at accept or reject same, by written notice given to Landlord, time being of the essence. If the parties are unable to so agree on the annual fair market rental rate for the Extended Term, then such figure shall be determined as follows, which determination shall be binding upon Landlord and Tenant: Each party shall, within ten (10) days after the expiration of such thirty (30) day period, appoint a reputable, independent, commercial MAI appraiser, commercial real estate broker, or commercial real estate consultant, which, as to any such selected party, has had not less than ten (10) years' experience appraising and/or leasing comparable, first-class commercial premises in the Stamford, Connecticut, area (an "advisor"). The advisor shall not have the power to add to, modify or change any of the provisions of this Lease. On the failure of either party to appoint such advisor within ten (10) days after notification of the appointment by the other party, the person appointed as an advisor shall appoint an advisor to represent the party who has not so appointed an advisor. The two (2) advisors appointed in either manner above provided shall then proceed to act to determine such figure equaling such annual fair market rental rate as of such applicable date, in accordance with the above definition. In the event of their inability to reach an agreement between them within thirty (30) days, they shall, within ten (10) days, appoint a third similarly qualified advisor who has had not less than ten (10) years' experience appraising comparable, first-class commercial premises in the Stamford, Connecticut, area. If the three (3) advisors are then unable to reach an agreement within ten (10) days thereafter, the decision of the third advisor shall determine such figure equaling such annual fair market rental rate, in accordance with the above definition (which decision shall be made by the third advisor picking one of the two such submitted figures by the other advisor(s)). The final decision of the advisors shall be delivered to the parties in writing not later than nine (9) months before the start of the applicable Extended Term (the "Decision Date"), time a Nonbeing of the essence. Landlord and Tenant agree to each pay the expenses and fees of their own advisor and one-Litchfield Option half (1/2) the expenses and fees of any third advisor and to Renew is exercised or at be bound by their final decision.
(h) If for any reason by the commencement of the applicable Extended Term, the annual Fixed Rent for such period covered by each Non-Litchfield Option to Renew;
(c) During shall not have been finally determined, Tenant shall, until such determination, pay the period covered by each Non-Litchfield Option to Renew, except as otherwise specifically provided for herein, all annual Fixed Rent at the last applicable annual Fixed Rent rate per rentable square foot of the terms and conditions Premises immediately preceding such Extended Term. Upon such final determination, Tenant shall thereafter pay such annual Fixed Rent at a rate which is based upon the annual Fixed Rent for the Extended Term as so determined, and, within thirty (30) days after the date of this Master Lease such final determination, Tenant shall remain in full force and effect; and,
pay Landlord the balance (d) Lessee may exercise its Non-Litchfield Facilities Option to Renew with respect to all (and no fewer than all) of the Non-Litchfield Facilities which are subject to this Master Lease at the time of exercise of each Non-Litchfield Option to Renew.
1.5.2 Lessee is hereby granted two (2) successive options to renew this Master Lease as to the Litchfield Facilities (each or Tenant shall receive a “Litchfield Option to Renew”credit or refund from Landlord), with the first such Litchfield Option to Renew being as applicable, which shall be owing for the period from October 1, 2017 through December 31, 2023 and preceding such determination. Whenever the second such option being annual Fixed Rent for the period from January 1, 2024 through December 31, 2033. The Litchfield Options to Renew are subject to the following terms and conditions (which conditions may be waived by Lessor in its sole discretion):
(a) A Litchfield Option to Renew is exercisable only by Notice to Lessor at least three hundred and sixty-five (365) days, and not more than five hundred forty-five (545), prior to the expiration of the Initial Litchfield Extended Term (or prior to the expiration of the period covered by the preceding Litchfield Option to Renew, as the case may be);
(b) No Event of Default shall have occurred and be continuing been determined, the parties hereto, on request of either at of them, shall enter into a stipulation accurately stating the time a Litchfield Option to Renew is exercised or at the commencement of each period covered by a Litchfield Option to Renew;
(c) Lessee shall have exercised all Non-Litchfield Options to Renew which can be exercised as of the date of annual Fixed Rent rate for the applicable Litchfield Option to Renew;
(d) During the period covered by a Litchfield Option to Renew, except Extended Term as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain in full force and effect; and,
(e) Lessee may exercise its Litchfield Option to Renew with respect to all (and no fewer than all) of the Litchfield Facilities which are subject to this Master Lease at the time of exercise of each Litchfield Option to Renewhereinabove determined.
Appears in 1 contract
Options to Renew. 1.5.1 Lessee is hereby granted two (2) successive options to renew this Master Lease as to the Non-Litchfield Facilities for a period of ten (10) Lease Years each (each a “Non-Litchfield Option to Renew”), with the first such Non-Litchfield Option to Renew being for the period from January 1, 2014 through December 31, 2023 and the second such option being for the period from January 1, 2024 through December 31, 2033. The Non-Litchfield Options to Renew are subject to the following terms and conditions (which conditions may be waived by Lessor in its sole discretion):
(a) A Non-Litchfield Option to Renew is exercisable only by Notice to Lessor at least three hundred and sixty-First Extended Term ------------------- Tenant may extend the term of this Lease for one additional term consisting of five (3655) daysyears (the "First Extended Term ") upon expiration of the initial Term, and provided that Tenant is not more than five hundred forty-five (545), prior to then in default beyond the expiration of any applicable grace and cure period after notice. The First Extended Term shall be upon the Initial Continued same conditions as provided in this Lease, except that (i) the Base Annual Rent for the First Extended Term shall be as follows: Year Base Annual Rent ---- ---------------- Year 6 $4,668,913 Year 7 $4,793,410 Year 8 $4,936,510 Year 9 $5,053,852 Year 10 $5,189,797 , and (or prior ii) in addition to the expiration payment of Base Annual Rent, Tenant shall during the First Extended Term pay to Landlord for the use of the period covered by fitness center a reasonable price or fee which the preceding Non-Litchfield Option Landlord may then be charging to Renew, as Tenant and the case may be);
other tenants in the Building on a prorata basis (b) No Event of Default shall have occurred and be continuing either at based upon the time a Non-Litchfield Option to Renew is exercised or at the commencement rentable square feet of the period covered Premises in relation to the rentable square feet of all of Domino's Farms), which amount shall be payable in equal monthly installments on each Rent Day; provided, however that Tenant shall not be obligated to pay such price or fee at such times as Tenant provides Landlord with written notice that it elects not to use such fitness center during the First Extended Term. The Tenant shall exercise the option for the First Extended Term by each Non-Litchfield Option notifying the Landlord in writing at least 180 days before the current Term expires. Upon such exercise this Lease shall be deemed to Renew;
(c) During be extended without the period covered by each Non-Litchfield Option to Renewexecution of any further lease or other instrument, except as otherwise specifically provided for herein, all any instrument that may be prepared by Landlord to confirm the agreement of the terms parties, which Tenant agrees to execute and conditions deliver to Landlord promptly on request. Time shall be of this Master Lease shall remain in full force and effect; and,
(d) Lessee may exercise its Non-Litchfield Facilities Option to Renew the essence with respect to all (and no fewer than all) of the Non-Litchfield Facilities which are subject to this Master Lease at the time of exercise of each Non-Litchfield Option to Renew.
1.5.2 Lessee is hereby granted two (2) successive options to renew this Master Lease as to the Litchfield Facilities (each a “Litchfield Option to Renew”), with the first such Litchfield Option to Renew being for the period from October 1, 2017 through December 31, 2023 and the second such option being for the period from January 1, 2024 through December 31, 2033. The Litchfield Options to Renew are subject to the following terms and conditions (which conditions may be waived by Lessor in its sole discretion):
(a) A Litchfield Option to Renew is exercisable only by Notice to Lessor at least three hundred and sixty-five (365) days, and not more than five hundred forty-five (545), prior to the expiration of the Initial Litchfield Term (or prior to the expiration of the period covered by the preceding Litchfield Option to Renew, as the case may be);
(b) No Event of Default shall have occurred and be continuing either at the time a Litchfield Option to Renew is exercised or at the commencement of each period covered by a Litchfield Option to Renew;
(c) Lessee shall have exercised all Non-Litchfield Options to Renew which can be exercised as of the date of the applicable Litchfield Option to Renew;
(d) During the period covered by a Litchfield Option to Renew, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain in full force and effect; and,
(e) Lessee may exercise its Litchfield Option to Renew with respect to all (and no fewer than all) of the Litchfield Facilities which are subject to this Master Lease at the time of exercise of each Litchfield Option to RenewTenant.
Appears in 1 contract
Samples: Lease Agreement (Dominos Pizza Government Services Division Inc)
Options to Renew. 1.5.1 Lessee is hereby granted two (2) successive options to renew this Master Lease as to the Non-Litchfield Facilities for a period of ten (10) Lease Years each (each a “Non-Litchfield Option to Renew”), with the first such Non-Litchfield Option to Renew being for the period from January 1, 2014 through December 31, 2023 and the second such option being for the period from January 1, 2024 through December 31, 2033. The Non-Litchfield Options to Renew are subject to the following terms and conditions (which conditions may be waived by Lessor in its sole discretion):
(a) A Non-Litchfield Option to Renew is exercisable only by Notice to Lessor at least three hundred and sixty-five (365) days, and not more than five hundred forty-five (545), prior to the expiration of the Initial Continued Term (or prior to the expiration of the period covered by the preceding Non-Litchfield Option to Renew, as the case may be);
(b) No Event of Default shall have occurred and be continuing either Section 42.1 Provided that both at the time a Non-Litchfield of the exercise of each Renewal Option (as hereinafter defined) and, except with respect to Renew is exercised or the occupancy requirement described in clause (iii) below, at the time of the commencement of the period covered by each Non-Litchfield Option to Renew;
respective Renewal Terms (cas hereinafter defined): (i) During the period covered by each Non-Litchfield Option to Renew, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain be in full force and effect; and,
(dii) Lessee an Event of Default shall not have occurred and be continuing; and (iii) Tenant (and its affiliates and the Permitted Occupants) are in physical occupancy of at least two-thirds of the rentable area of the office portion of the Premises that is the subject of Tenant’s Renewal Notice (as defined below), Tenant shall have two options to extend the Term of this Lease (as applicable, the “First Renewal Option” and the “Second Renewal Option”; collectively, the “Renewal Option(s)”), each for a period of five (5) years (as applicable, the “First Renewal Term” and the “Second Renewal Term”; collectively, the “Renewal Term(s)”). A Renewal Option may exercise its Non-Litchfield Facilities Option to Renew be exercised with respect to all the entire Premises or with respect to a portion of the Premises comprised of at least four full contiguous floors (and no fewer than all) partial floors), as specified by Tenant in the Renewal Notice, provided that in such event, the floors must start with either the highest or lowest floors in the Building. If Tenant sends a Renewal Notice but fails to specify whether Tenant is exercising the Renewal Option with respect to the entire Premises or with respect to only a portion of the Non-Litchfield Facilities which are subject Premises, Tenant shall be deemed to this Master Lease at have exercised the time Renewal Option for the entire Premises. The First Renewal Term shall commence on the day following the Fixed Expiration Date and the Second Renewal Term shall commence on the day following the last day of exercise of each Non-Litchfield Option the First Renewal Term (the “First Renewal Term Expiration Date”). The Renewal Options shall be exercisable by Notice (in either case, the “Renewal Notice”) to Renew.
1.5.2 Lessee is hereby granted two Landlord given not later than eighteen (218) successive options to renew this Master Lease as months prior to the Litchfield Facilities Fixed Expiration Date (each a “Litchfield Option with respect to Renew”the First Renewal Option) or the First Renewal Term Expiration Date (with respect to the Second Renewal Option), with . Notwithstanding the first such Litchfield Option to Renew being for the period from October 1sentence of this Section 42.1, 2017 through December 31Landlord, 2023 and the second such option being for the period from January 1, 2024 through December 31, 2033. The Litchfield Options to Renew are subject to the following terms and conditions (which conditions may be waived by Lessor in its sole discretion):
(a) A Litchfield Option , may waive any default by Tenant and no such default may be used by Tenant to Renew is exercisable only by Notice to Lessor at least three hundred and sixty-five (365) days, and not more than five hundred forty-five (545), prior to negate the expiration effectiveness of Tenant’s exercise of either Renewal Option. The Renewal Terms shall constitute an extension of the Initial Litchfield Term (or prior to the expiration of the period covered by the preceding Litchfield Option to Renew, as the case may be);
(b) No Event of Default this Lease and shall have occurred and be continuing either at the time a Litchfield Option to Renew is exercised or at the commencement of each period covered by a Litchfield Option to Renew;
(c) Lessee shall have exercised all Non-Litchfield Options to Renew which can be exercised as of the date of the applicable Litchfield Option to Renew;
(d) During the period covered by a Litchfield Option to Renew, except as otherwise specifically provided for herein, upon all of the same terms and conditions as the existing Term, except that (A) during the First Renewal Term there shall be no further option to renew the Term of this Master Lease shall remain in full force and effect; and,
(e) Lessee may exercise its Litchfield Option to Renew with respect to all (and no fewer than all) of the Litchfield Facilities which are subject to this Master Lease at the time of exercise of each Litchfield Option to Renew.this
Appears in 1 contract
Samples: Lease Agreement (Digitas Inc)
