Common use of Recapture Procedure Clause in Contracts

Recapture Procedure. (A) Tenant shall have the right to institute the procedure described in this Section 17.3 (the “Recapture Procedure”) only by giving to Landlord notice thereof (a “Transfer Notice”), which: (1) refers expressly to this Section 17.3 and indicates that such notice constitutes a Transfer Notice, (2) sets forth a description of the Premises (or the portion thereof) that is involved in the proposed Transfer (the Premises, or the portion thereof, that is involved in the proposed Transfer being referred to herein as the “Recapture Space”), (3) includes a copy of the bona fide term sheet that sets forth the material terms of the proposed Transfer, including, without limitation, the rental, concessions, work, and the Premises or the portion thereof that is subject to such proposed Transfer and the term thereof, Tenant intends to use to evidence the proposed Transfer, (4) identifies the Person to which Tenant proposes to make the Transfer (the Person to which a Transfer is made being referred to herein as a “Transferee”), and (5) sets forth the date on which Tenant proposes that the term of a Transfer that constitutes a sublease, license or other similar agreement that grants occupancy rights will commence, or that a Transfer that constitutes an assignment will occur, as the case may be (such date being referred to herein as the “Transfer Date”) (it being understood that the Transfer Date shall be no sooner than sixty (60) days, and no later than two hundred seventy (270) days, after the date that Tenant gives the Transfer Notice to Landlord) (the material terms of a proposed Transfer as set forth in the Transfer Notice being referred to herein as the “Proposed Transfer Terms”). (B) The term “Transfer Expenses” shall mean the actual Out-of-Pocket Costs that the Permitted Party that makes the applicable Transfer (the “Transferor”) pays solely in consummating a Transfer, including, without limitation, (i) brokerage commissions, (ii) allowances that a Transferor makes available to the Transferee to fund the cost of Alterations that the Transferee makes to the Premises (or the applicable portion thereof that is involved in the Transfer), (iii) costs that a Transferor pays in making Alterations to prepare the Premises (or the applicable portion thereof that is involved in the Transfer) solely for the Transferee’s initial occupancy, (iv) the amount payable to Landlord under Section 17.2 hereof for such Transfer, (v) reasonable attorneys’ fees and disbursements that a Transferor pays in connection with consummating such Transfer, and (vi) the transfer taxes (and other similar charges and fees) that Tenant pays pursuant to Section 17.5 hereof.

Recapture Procedure. (A) Tenant shall have the right to institute the procedure described in this Section 17.3 (the “Recapture Procedure”) only by giving to Landlord notice thereof (a “Transfer Notice”), which: (1) refers expressly to this Section 17.3 and indicates that such notice constitutes a Transfer Notice, (2) sets forth a description of the Premises (or the portion thereof) that is involved in the proposed Transfer (the Premises, or the portion thereof, that is involved in the proposed Transfer being referred to herein as the “Recapture Space”), (3) includes a copy of the bona fide term sheet that sets forth the material terms of the proposed Transfer, including, without limitation, the rental, concessions, work, and the Premises or the portion thereof that is subject to such proposed Transfer and the term thereof, under which Tenant intends to use to evidence the proposed Transfer, (4) identifies the Person to which Tenant proposes to make consummate the Transfer (including, for example, (a) the Person rental to be paid by a subtenant, (b) the consideration to be paid by or to an assignee, (c) the work allowance to which a Transfer subtenant is made being referred entitled, (d) the term of a proposed sublease, and (e) the nature and cost of any work that Tenant intends to herein as a “Transferee”perform to prepare the Recapture Space for occupancy by the subtenant or assignee), and (54) sets forth the date on which Tenant proposes that to consummate the term of a proposed Transfer that constitutes a sublease, license or other similar agreement that grants occupancy rights will commence, or that a Transfer that constitutes an assignment will occur, as the case may be (such date being referred to herein as the “Transfer Date”) (it being understood that the Transfer Date shall be no sooner than sixty (60) days, and no later than two three hundred seventy sixty five (270365) days, after the date that Tenant gives the Transfer Notice to Landlord) (the material terms of a proposed Transfer as set forth in the Transfer Notice being referred to herein as the “Proposed Transfer Terms”). (B) The term “. Tenant shall be required to identify, in the Transfer Expenses” shall mean Notice, the actual Out-of-Pocket Costs that Person to which Tenant intends to make the Permitted Party that makes the applicable Transfer (the Person to which a Transfer is made being referred to herein as a “TransferorTransferee”) pays solely in consummating a Transfer, including, without limitation, (i) brokerage commissions, (ii) allowances that a Transferor makes available to the Transferee to fund the cost of Alterations that the Transferee makes to the Premises (or the applicable portion thereof that is involved in the Transfer), (iii) costs that a Transferor pays in making Alterations to prepare the Premises (or the applicable portion thereof that is involved in the Transfer) solely for the Transferee’s initial occupancy, (iv) the amount payable to Landlord under Section 17.2 hereof for such Transfer, (v) reasonable attorneys’ fees and disbursements that a Transferor pays in connection with consummating such Transfer, and (vi) the transfer taxes (and other similar charges and fees) that Tenant pays pursuant to Section 17.5 hereof.

Recapture Procedure. (A) Tenant shall have the right to institute the procedure described in this Section 17.3 18.3 (the “Recapture Procedure”) only by giving to Landlord notice thereof (a “Transfer Notice”), which: (1) refers expressly to this Section 17.3 18.3 and indicates that such notice constitutes a Transfer Notice, (2) sets forth a description of the Premises (or the portion thereof) that is involved in the proposed Transfer (the Premises, or the portion thereof, that is involved in the proposed Transfer being referred to herein as the “Recapture Space”), (3) includes a copy of the bona fide term sheet that sets forth the material terms of the proposed Transfer, including, without limitation, the rental, concessions, work, and the Premises or the portion thereof that is subject to such proposed Transfer and the term thereof, under which Tenant intends to use to evidence the proposed Transfer, (4) identifies the Person to which Tenant proposes to make consummate the Transfer (including, for example, (a) the Person rental to be paid by a subtenant, (b) the consideration to be paid by or to an assignee, (c) the work allowance to which a Transfer subtenant is made being referred entitled, (d) the term of a proposed sublease, and (e) the nature and cost of any work that Tenant intends to herein as a “Transferee”perform to prepare the Premises for occupancy by the subtenant or assignee), and (53) sets forth the date on which Tenant proposes that to consummate the term of a proposed Transfer that constitutes a sublease, license or other similar agreement that grants occupancy rights will commence, or that a Transfer that constitutes an assignment will occur, as the case may be (such date being referred to herein as the “Transfer Date”) (it being understood that the Transfer Date shall be no sooner than sixty three hundred sixty-five (60365) days, and no later than two five hundred seventy forty-five (270545) days, after the date that Tenant gives the Transfer Notice to Landlord) (the material terms of a proposed Transfer as set forth in the Transfer Notice being referred to herein as the “Proposed Transfer Terms”). Tenant shall not be required to identify, in the Transfer Notice, the Person to which Tenant intends to make the Transfer (the Person to which a Transfer is made being referred to herein as a “Transferee”). If (i) Tenant has theretofore received a bona fide written offer that then remains effective from a prospective Transferee pursuant to which such prospective Transferee proposes to enter into the applicable Transfer on terms that are no less favorable to Tenant than the Proposed Transfer Terms, and (ii) Tenant gives to Landlord a copy of such written offer (which shall include the nature of the Transferee’s business and current financial information with respect to the proposed Transferee), then Tenant shall have the right to give to Landlord a notice pursuant to which Tenant accelerates the Transfer Date to a date that occurs no earlier than the first to occur of (I) the three hundred sixty-fifth (365th) day after the date that Tenant gives the Transfer Notice to Landlord, and (II) the one hundred twentieth (120th) day after the date that Tenant gives to Landlord a copy of such written offer and such notice (it being understood that ­ Tenant shall have the right to give such notice to Landlord either simultaneously with the Transfer Notice or at any time thereafter until the three hundred sixty-fifth (365th) day after the date that Tenant gives the Transfer Notice to Landlord). (B) The term “Transfer ExpensesRecapture Date” shall mean the actual Outthree hundred sixty-of-Pocket Costs fifth (365th) day after the date that Tenant gives the Permitted Party Transfer Notice to Landlord; provided, however, that makes if (i) Tenant has theretofore received a bona fide written offer that then remains effective from a prospective Transferee pursuant to which such prospective Transferee proposes to enter into the applicable Transfer (on terms that are no less favorable to Tenant than the “Transferor”) pays solely in consummating a Transfer, including, without limitation, (i) brokerage commissionsProposed Transfer Terms, (ii) allowances Tenant gives to Landlord a copy of such written offer (either simultaneously with the Transfer Notice or any time thereafter until the three hundred sixty-fifth (365th) day after the date that a Transferor makes available Tenant gives the Transfer Notice to the Transferee to fund the cost of Alterations that the Transferee makes to the Premises (or the applicable portion thereof that is involved in the TransferLandlord), and (iii) costs Tenant notifies Landlord that a Transferor pays Tenant intends to accelerate the Recapture Date as provided in making Alterations this Section 18.3(B), then the Recapture Date shall be the earlier to prepare the Premises occur of (or the applicable portion thereof that is involved in the Transfer) solely for the Transferee’s initial occupancy, (ivI) the amount payable three hundred sixty-fifth (365th) day after the date that Tenant gives the Transfer Notice to Landlord under Section 17.2 hereof for such Transfer, (v) reasonable attorneys’ fees and disbursements that a Transferor pays in connection with consummating such TransferLandlord, and (viII) the transfer taxes one hundred twentieth (and other similar charges and fees120th) day after the date that Tenant pays pursuant gives to Section 17.5 hereofLandlord a copy of such written offer and such notice.

Recapture Procedure. (A) Tenant shall have the right to institute the procedure described in this Section 17.3 (the “"Recapture Procedure”") only by giving to Landlord notice thereof (a “"Transfer Notice”"), which: (1) refers expressly to this Section 17.3 and indicates that such notice constitutes a Transfer Notice, (2) sets forth a description of the Premises (or the portion thereof) that is involved in the proposed Transfer (the Premises, or the portion thereof, that is involved in the proposed Transfer being referred to herein as the “"Recapture Space”"), (3) includes a copy of the bona fide term sheet that sets forth the material terms of the proposed Transfer, including, without limitation, the rental, concessions, work, and the Premises or the portion thereof that is subject to such proposed Transfer and the term thereof, under which Tenant intends to use to evidence the proposed Transfer, (4) identifies the Person to which Tenant proposes to make consummate the Transfer (including, for example, (a) the Person rental to be paid by a subtenant, (b) the consideration to be paid by or to an assignee, (c) the work allowance to which a Transfer subtenant is made being referred entitled, (d) the term of a proposed sublease, and (e) the nature and cost of any work that Tenant intends to herein as a “Transferee”perform to prepare the Recapture Space for occupancy by the subtenant or assignee), and (54) sets forth the date on which Tenant proposes that the term of a Transfer that constitutes a sublease, license or other similar agreement that grants occupancy rights will commence, or that a Transfer that constitutes an assignment will occur, as the case may be (such date being referred to herein as the “"Transfer Date”") (it being understood that the Transfer Date shall be no sooner than sixty forty-five (6045) days, and no later than two three hundred seventy sixty-five (270365) days, after the date that Tenant gives the Transfer Notice to Landlord) (the material terms of a proposed Transfer as set forth in the Transfer Notice being referred to herein as the “"Proposed Transfer Terms”"). Tenant shall not be required to identify, in the Transfer Notice, the Person to which Tenant intends to make the Transfer (the Person to which a Transfer is made being referred to herein as a "Transferee"). (B) The term “"Transfer Expenses” " shall mean the actual Out-of-Pocket Costs that the Permitted Party that makes the applicable Transfer (the “Transferor”) Tenant pays solely in consummating a Transfer, including, without limitation, (i) brokerage commissions, (ii) allowances that a Transferor Tenant makes available to the Transferee to fund the cost of Alterations that the Transferee makes to the Premises (or the applicable portion thereof that is involved in the Transfer), (iii) costs that a Transferor Tenant pays in making Alterations to prepare the Premises (or the applicable portion thereof that is involved in the Transfer) solely for the Transferee’s 's initial occupancy, (iv) the amount payable to Landlord under Section 17.2 hereof for such Transfer, (v) reasonable attorneys’ ' fees and disbursements that a Transferor Tenant pays in connection with consummating such Transfer, and (vi) the transfer taxes (and other similar charges and fees) that Tenant pays pursuant to Section 17.5 17.7 hereof.