Common use of Options to Terminate Clause in Contracts

Options to Terminate. The Lessee shall have, and is hereby granted, the option to purchase the Leased Facilities upon payment in full of the Bonds (or provision for payment thereof having been made in accordance with the provisions of the Indenture) throughout the Lease Term, subject to the following provisions. To exercise such option, the Lessee shall give written notice to the Lessor and to the Trustee, if any of the Bonds shall then be unpaid and provision for the payment thereof has not been made in accordance with the provisions of the Indenture, and shall specify therein the date of closing such purchase, which date shall be not less than forty-five (45) nor more than ninety (90) days from the date such notice is mailed, and in case of a redemption of the bonds in accordance with the provisions of the Indenture shall make arrangements satisfactory to the Trustee for the giving of the required notice of redemption. The purchase price payable by the Lessee shall be the sum of the following: (1) an amount of money to be paid into the Bond Fund which, when added to the amount then on deposit in the Bond Fund for payment of the bonds, will be sufficient to pay, redeem or pay at maturity all of the then outstanding Bonds on the next date on which such Bonds may be redeemed or paid at maturity, including without limitation, principal, premium, if any, all accrued interest to said date and redemption expenses, plus (2) an amount of money equal to the Trustee's fees and expenses under the Indenture, and the expenses of the Lessor accrued and to accrue until such final payment and redemption of the Bonds, plus (3) consideration in the amount of $1,000 to cover administrative fees incurred in connection with such conveyance. In the event of the exercise of the option granted in this Section any Net Proceeds of insurance or condemnation not transferred to the Bond Fund for the redemption or payment of the Bonds shall be paid to the Lessee and the Lease Term shall be terminated.

Options to Terminate. The Lessee Notwithstanding Sections 2 and 16 above, Tenant shall have, and is hereby granted, the option to purchase the Leased Facilities upon payment in full of the Bonds (or provision for payment thereof having been made in accordance with the provisions of the Indenture) throughout the Lease Term, subject to the following provisions. To exercise such option, the Lessee shall give written notice to the Lessor and to the Trustee, if any of the Bonds shall then be unpaid and provision for the payment thereof has not been made in accordance with the provisions of the Indenture, and shall specify therein the date of closing such purchase, which date shall be not less than forty-five (45) nor more than ninety (90) days from the date such notice is mailed, and in case of a redemption of the bonds in accordance with the provisions of the Indenture shall make arrangements satisfactory to the Trustee for the giving of the required notice of redemption. The purchase price payable by the Lessee shall be the sum of the following: (1) an amount of money to be paid into the Bond Fund which, when added to the amount then on deposit in the Bond Fund for payment of the bonds, will be sufficient to pay, redeem or pay at maturity all of the then outstanding Bonds on the next date on which such Bonds may be redeemed or paid at maturity, including without limitation, principal, premium, if any, all accrued interest to said date and redemption expenses, plus have two (2) an amount of money equal options to terminate this Lease with respect to the Trustee's fees and expenses under the Indenture, and the expenses entirety of the Lessor accrued Premises which options may be exercised by Tenant in its sole and absolute discretion. If Tenant exercises the first option to accrue until such final payment and redemption terminate this Lease (the “First Termination Option”), then the effective date of the BondsLease termination shall be October 31, plus 2010. The First Termination Option shall be exercised, if at all, by notice (3a “Termination Notice”) consideration in the amount of $1,000 given to cover administrative fees incurred in connection with such conveyanceLandlord not later than October 31, 2009. In the event Tenant does not elect to exercise the First Termination Option, Tenant shall have a second opportunity to terminate this Lease (the “Second Termination Option”). The effective date of the exercise Second Termination Option shall be October 31, 2012. The Second Termination Option shall be exercised, if at all, by a Termination Notice given to Landlord no later than October 31, 2011. Tenant’s termination options granted herein shall, in no event, be subject to dilution or forfeiture as a result of any (i) creditworthiness test; (ii) the occurrence of any prior Event(s) of Default which Event(s) of Default did not result in a termination of the option granted Lease; or (iii) any previous sublease or requested subletting of all or any portion of the Premises. No Termination Notice delivered to Landlord shall be effective unless, within thirty (30) days following delivery of Tenant’s Termination Notice, Tenant pays to Landlord a termination fee (the “Termination Fee”) in this Section any Net Proceeds of insurance or condemnation not transferred an amount equal to the Bond Fund for the redemption or payment sum of all unamortized transaction costs remaining as of the Bonds last day of the calendar month following the effective date of the First Termination Option or the effective date of the Second Termination Option, as the case may be, relating to: (i) $1,300,000.00, being the full amount of the Tenant Allowance; (ii) the full amount of the Additional Allowance (as defined in the Work Letter), if any; (iii) $617,238.70 (being one-half the amount of the Forgiven Rent); and (iv) $975,000.00, being the amount equal to the full brokerage commission paid by Landlord to Tenant’s Real Estate Broker in connection with this Lease transaction. The Termination Fee shall be paid calculated using an imputed interest rate of nine percent (9%) with an amortization period being equal to the Lessee and duration of the original Term of the Lease based on a monthly amortization calculation and using a beginning period method with respect to items (i), (iii) and (iv) above, and with an amortization period being equal to the duration of the remaining Term shall be terminatedof the Lease with respect to item (ii) above.

Options to Terminate. The Lessee (a) Notwithstanding the New Expiration Date as set forth herein, Tenant shall havehave the right exercisable at any time after March 1, 2024, to terminate the remainder of the Term of this Lease, upon giving at least twelve (12) months’ prior written notice to Landlord. Within thirty (30) days after the date of actual termination of this Lease as a result of Tenant’s exercise of its early termination right set forth in this Section 18(a), Tenant shall pay to Landlord (i) nine (9) months of then-applicable Fixed Annual Rent and is hereby grantedAdditional Rent installments and (ii) the unamortized portion of the brokerage commission paid by Landlord pursuant to Section 17 herein, after Landlord renders to Tenant a statement therefor. (b) Tenant shall have the right to terminate this First Amendment by written notice (the “XXX Termination Notice”) to Landlord given on or before February 28, 2014 (the “XXX Deadline”), if XXX (I) fails to agree to grant all of the Tax Accommodations or (II) imposes requirements or restrictions upon Tenant materially greater than those currently imposed under the Company Lease and the XXX Lease. Failure of Tenant to give the XXX Termination Notice by the XXX Deadline shall constitute Tenant’s waiver of its termination right as set forth in this Section 18(b) of this First Amendment. Provided Tenant has properly given the XXX Termination Notice, such termination shall be effective upon not less than thirty (30) days after Tenant provides written notice of termination to Landlord. Upon such termination of this First Amendment, the option to purchase the Leased Facilities upon payment in full Tenant’s use and occupancy of the Bonds (or provision for payment thereof having been made Demised Premises shall continue in accordance with the provisions terms and conditions of the Indenture) throughout the Lease Termas if this First Amendment never existed. In such case, subject to the following provisions. To exercise such option, the Lessee Landlord shall give written notice to the Lessor back xxxx Tenant and to the Trustee, if any of the Bonds Tenant shall then be unpaid and provision for the payment thereof has not been made in accordance with the provisions of the Indenture, and shall specify therein the date of closing such purchase, which date shall be not less than forty-five pay within thirty (45) nor more than ninety (9030) days from the date such notice is mailedafter receipt of invoice therefor, and in case of a redemption of the bonds in accordance with the provisions of the Indenture shall make arrangements satisfactory to the Trustee for the giving of the required notice of redemption. The purchase price payable by the Lessee shall be the sum of the following: all Rent (1) an amount of money to be paid into the Bond Fund whichincluding, when added to the amount then on deposit in the Bond Fund for payment of the bonds, will be sufficient to pay, redeem or pay at maturity all of the then outstanding Bonds on the next date on which such Bonds may be redeemed or paid at maturity, including without limitation, principalinstallments of Fixed Annual Rent) that would have come due under the Lease without this First Amendment, premium, if any, all accrued interest to said date and redemption expenses, plus (2) an amount of money equal dating back to the Trustee's fees and expenses under the IndentureAmendment Date, and the expenses of the Lessor accrued and to accrue until such final payment and redemption of the BondsSeptember 1, plus (3) consideration in the amount of $1,000 to cover administrative fees incurred in connection with such conveyance. In the event of the exercise of the option granted in this Section any Net Proceeds of insurance or condemnation not transferred to the Bond Fund for the redemption or payment of the Bonds shall be paid to the Lessee and the Lease Term shall be terminated2013.

Options to Terminate. The Lessee (a) Tenant shall havehave the right to terminate this Lease in its entirety, and is hereby granted, the option or to purchase the Leased Facilities upon payment in full terminate this Lease as to a portion of the Bonds Premises by amending the Lease to remove from the Premises such portion thereof (or provision for payment thereof having been made in accordance with the provisions if any) as shall be mutually acceptable to Landlord and Tenant, effective as of the Indenturelast day of the thirty-sixth (36th) throughout full month of the Term of this Lease Term, subject to the following provisions. To exercise such option, the Lessee shall give by (i) delivering written notice of such termination to the Lessor and to the Trustee, if any of the Bonds shall then be unpaid and provision for the payment thereof has not been made in accordance with the provisions of the Indenture, and shall specify therein the date of closing such purchase, which date shall be Landlord not less than forty-five nine (459) nor more than ninety months prior to such date and (90ii) days from the date such notice is mailed, and in case of a redemption of the bonds in accordance with the provisions of the Indenture shall make arrangements satisfactory to the Trustee for the giving of the required notice of redemption. The purchase price payable by the Lessee shall be the sum of the following: (1) an amount of money to be paid into the Bond Fund which, when added to the amount then on deposit in the Bond Fund for payment of the bondsTermination Fee (as hereinafter defined) on or before the effective date of termination. For purposes of this Section 41(a), will be sufficient to pay, redeem or pay at maturity all of the then outstanding Bonds on the next date on which such Bonds may be redeemed or paid at maturity, including without limitation, principal, premium, if any, all accrued interest to said date and redemption expenses, plus (2) “Termination Fee” shall mean an amount of money equal to the Trustee's fees unamortized Landlord improvements and expenses under leasing commissions as of the Indentureeffective date of termination (as calculated by Landlord and reasonably demonstrated to Tenant), plus six (6) months of base rent for the Premises (including any Expansion Space) with respect to a termination of this Lease in its entirety, and the expenses with respect to a termination with respect to a mutually acceptable portion of the Lessor accrued Premises shall mean such unamortized costs and to accrue until such final payment and redemption base rent for the portion of the BondsPremises being terminated plus all reasonable costs incurred or to be incurred by Landlord in the demising of such terminated portion of the Premises. (b) Tenant shall have the right to terminate this Lease in its entirety, plus or to terminate this Lease as to a portion of the Premises by amending the Lease to remove from the Premises such portion thereof (if any) as shall be mutually acceptable to Landlord and Tenant, effective as of the last day of the sixtieth (60th) full month of the Term of this Lease by (i) delivering written notice of such termination to Landlord not less than nine (9) months prior to such date and (ii) payment of the Termination Fee (as hereinafter defined) on or before the effective date of termination. For purposes of this Section 41(b), the “Termination Fee” shall mean an amount equal to the unamortized Landlord improvements and leasing commissions as of the effective date of termination (as calculated by Landlord and reasonably demonstrated to Tenant), plus three (3) consideration months of base rent for the Premises (including any Expansion Space) with respect to a termination of this Lease in its entirety, and with respect to a termination with respect to a mutually acceptable portion of the Premises shall mean such unamortized costs and base rent for the portion of the Premises being terminated plus all reasonable costs incurred or to be incurred by Landlord in the amount demising of $1,000 to cover administrative fees incurred in connection with such conveyance. In the event terminated portion of the exercise Premises. (c) Tenant shall have the right to terminate this Lease in its entirety, or to terminate this Lease as to a portion of the option granted in Premises by amending the Lease to remove from the Premises such portion thereof (if any) as shall be mutually acceptable to Landlord and Tenant, effective as of the last day of the thirty-sixth (36th) full month of a Renewal Term of this Section any Net Proceeds Lease by (i) delivering written notice of insurance or condemnation such termination to Landlord not transferred less than nine (9) months prior to the Bond Fund for the redemption or such date and (ii) payment of the Bonds Termination Fee (as hereinafter defined) on or before the effective date of termination. For purposes of this Section 41(c), the “Termination Fee” shall be paid mean an amount equal to the Lessee six (6) months of base rent for the Premises (including any Expansion Space) with respect to a termination of this Lease in its entirety, and with respect to a termination with respect to a mutually acceptable portion of the Lease Term Premises shall mean such base rent for the portion of the Premises being terminated plus all reasonable costs incurred or to be terminatedincurred by Landlord in the demising of such terminated portion of the Premises.

Options to Terminate. The Lessee A. Provided Tenant is not in default under the terms, covenants and conditions of the within lease, Tenant shall have, and is hereby granted, have the one-time option to purchase the Leased Facilities upon payment in full of the Bonds (or provision for payment thereof having been made in accordance with the provisions of the Indenture) throughout the Lease Termterminate this lease, subject solely as to the following provisions. To exercise premises initially demised to Tenant under this lease, effective as of __________ 30, 1998, provided (a) Tenant notifies Landlord in writing of its election to terminate by registered or certified mail, return receipt requested, at least twelve (12) months prior to such option, the Lessee shall give written notice to the Lessor and to the Trustee, if any of the Bonds shall then be unpaid and provision for the payment thereof has not been made in accordance with the provisions of the Indenture, and shall specify therein the date of closing such purchase, which date shall be not less than forty-five (45) nor more than ninety (90) days from the date such notice is mailed, and in case of a redemption of the bonds in accordance with the provisions of the Indenture shall make arrangements satisfactory to the Trustee for the giving of the required notice of redemption. The purchase price payable by the Lessee shall be the sum of the following: (1) an amount of money to be paid into the Bond Fund which, when added to the amount then on deposit in the Bond Fund for payment of the bonds, will be sufficient to pay, redeem or pay at maturity all of the then outstanding Bonds on the next date on which such Bonds may be redeemed or paid at maturity, including without limitation, principal, premium, if any, all accrued interest to said termination date and redemption expenses, plus (2b) an amount of money equal said notice be accompanied by a check payable to the Trustee's fees and expenses under the Indenture, and the expenses of the Lessor accrued and to accrue until such final payment and redemption of the Bonds, plus (3) consideration Landlord in the amount of Six Hundred Thirteen Thousand Four Hundred Forty and 00/100 ($1,000 to cover administrative fees incurred in connection with such conveyance. In the event of 613,440.00) Dollars as fixed and liquidated damages resulting from the exercise of the option granted in right of termination. In such event, this Section any Net Proceeds lease shall be deemed terminated as of insurance or condemnation not transferred such termination date and Tenant shall be released of all liability for the performance of Tenant's obligations under this lease accruing subsequent to the Bond Fund effective date of such termination. Any sum paid as liquidated damages as provided above shall be in addition to all rentals due hereunder. B. Provided Tenant is not in default under the terms, covenants and conditions of the within lease, Tenant shall have the one-time option to terminate this lease, solely as to the Additional Space, effective as of November 30, 1998, provided (i) Tenant notifies Landlord in writing of its election to terminate by registered or certified mail, return receipt requested, at least twelve (12) months prior to such termination date and (ii) said notice be accompanied by a check payable to Landlord in the applicable amount set forth in Exhibit "D" annexed hereto, as fixed and liquidated damages resulting from the exercise of the right of termination. In such event, this lease shall be deemed terminated as of such termination date and Tenant shall be released of all liability for the redemption performance of Tenant's obligations under this lease accruing subsequent to the effective date of such termination. Any sum paid as liquidated damages as provided above shall be in addition to all rentals due hereunder. C. It is understood and agreed by the parties that Tenant shall have the right to exercise either one or payment both of the Bonds termination options set forth above; provided, however, that if Tenant shall be paid have leased Additional Space pursuant to Article 57 herein and shall elect to exercise one (but not both) of the Lessee and the Lease Term termination options set forth above, then Landlord, at Tenant's expense payable within twenty (20) days after demand therefor, shall be terminatederect any building standard demising walls deemed necessary by Landlord.