Renewal Terms. (a) The Initial Term of this Master Lease may be extended at the option of Tenant for an aggregate of four (4) consecutive renewal terms (“Renewal Terms”) of five (5) years each (except the fourth (4th) renewal term shall be for four (4) years) with respect to all but not less than all of the Demised Premises which are then subject to this Master Lease, if: (i) at least three hundred sixty (360) days prior to the end of the then-current Term, Tenant delivers to Landlord Notice that it desires to exercise its right to extend this Master Lease for one (1) Renewal Term (a “Renewal Notice”); and (ii) no Event of Default shall have occurred and be continuing on the date Landlord receives the Renewal Notice (the “Renewal Exercise Date”) and no Event of Default for any nonpayment of Rent shall have occurred and be continuing on the first day of the applicable Renewal Term. During any such Renewal Term, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain in full force and effect. Each Renewal Term shall commence on the expiration date of the current Term (as previously extended) and shall end on the date immediately preceding the fifth (5th) anniversary thereof. For the avoidance of doubt, no Renewal Notice shall be effective and no Renewal Term shall commence in the event Landlord exercises any right to terminate this Master Lease by reason of any Event of Default which has occurred and is continuing after the Renewal Exercise Date. (b) [Intentionally Omitted] (c) Tenant may not exercise its option with respect to any Renewal Term unless it has validly exercised its option as to all immediately preceding Renewal Terms. (d) Notwithstanding the foregoing, in the event the Base Rent for any Renewal Term is subject to the determination of Fair Market Rent, Tenant shall have the right to irrevocably revoke any Renewal Notice by Notice to Landlord (“Renewal Revocation Notice”) given not less than the later of (x) thirty (30) days after the Fair Market Rent (if applicable) has been determined for the Demised Premises and (y) two hundred seventy (270) days prior to the commencement of the then applicable Renewal Term, if Tenant does not wish to renew this Master Lease after the determination of Fair Market Rent for such Renewal Term pursuant to Article XXVI, and in such event, the Master Lease shall terminate on the last day of the then-current Term and Tenant shall not have any further rights of renewal with respect thereto or with respect to any other Renewal Terms.
Appears in 3 contracts
Samples: Master Lease (Sears Holdings Corp), Master Lease (Seritage Growth Properties), Master Lease (Seritage Growth Properties)
Renewal Terms. (a) The Initial Term of this Master Lease may be extended at the option of Tenant for an aggregate of four (4) consecutive renewal terms (“Renewal Terms”) of five (5) years each (except the fourth (4th) renewal term shall be for four (4) years) with respect Subject to all but not less than all of the Demised Premises which are then subject to this Master LeaseSection 1.6, if: provided (i) at least three hundred sixty (360) days prior to the end of the then-current Term, Tenant delivers to Landlord Notice that it desires to exercise its right to extend this Master Lease for one (1) Renewal Term (a “Renewal Notice”); and (ii) no Event of Default shall have occurred and be continuing on hereunder or under the date Landlord receives Other Leases and (ii) the Renewal Notice (tenant under each of the “Renewal Exercise Date”) and no Event of Default for any nonpayment of Rent Other Leases shall have occurred and be continuing on exercised its respective renewal option under the first day applicable Other Lease to the extent the same is available, Tenant shall have the right to renew this Lease (as to all, but not less than all, the Leased Property subject to this Lease at such time) for two (2) successive five (5) year terms ("Extended Terms") upon giving written notice to Landlord of each such renewal at least eighteen (18) months prior to the termination of the applicable Renewal then current Term. During any each such Renewal Extended Term, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain continue in full force and effect. Each Renewal , except that the Minimum Rent for and during each Extended Term shall commence on be the expiration date greater of (i) the then current Term fair market rental (as previously extended"Fair Market Rental"), which unless otherwise mutually agreed to by Landlord and Tenant shall be determined by the appraisal procedure set forth in Article XXIV and (ii) and shall end on the date Minimum Rent for the Lease Year immediately preceding the fifth Extended Term plus five percent (5th) anniversary thereof5%). For Tenant's failure to exercise its renewal option as to the avoidance of doubt, no Renewal Notice shall be effective and no Renewal first Extended Term shall commence result in the event Landlord exercises any right loss of its renewal option as to terminate this Master Lease by reason of any Event of Default which has occurred and is continuing after the Renewal Exercise Datesecond Extended Term.
(b) [Intentionally Omitted]Subject to Section 1.6, Landlord shall exercise renewal rights (if any) that are available under each Ground Lease so as to provide Tenant, to the greatest extent possible, with an Extended Term described in Section 1.5(a), provided that (without waiving Landlord's rights under Section 1.6) Landlord shall not be required to exercise any renewal option in respect of any Ground Lease unless prior to such time Tenant shall have duly exercised its renewal option hereunder.
(c) Tenant may If Landlord or any Affiliate of Landlord shall purchase any fee or other interest in a Leased Property that is superior to the interest of Landlord, such as the ground lessor's interest in a Ground Leased Property, then the estate of Landlord and such superior interest shall not exercise its option with respect to any Renewal Term unless it has validly exercised its option as to all immediately preceding Renewal Terms.
(d) Notwithstanding merge and, without limiting the foregoing, Tenant shall continue to be liable hereunder to pay any ground rent and perform any other obligations of the lessee under such Ground Lease. Further, in the event Landlord or any Affiliate of Landlord acquires a ground lessor's interest in a Ground Leased Property and the Base Rent for any Renewal Term is subject to term of the determination of Fair Market Rentrelated Ground Lease shall have expired, Tenant then Landlord or such Affiliate shall have the right to irrevocably revoke any Renewal Notice enter into a new Ground Lease and receive from Tenant reimbursement (or payment) of ground rent in an amount equal to the same ground rent as was payable under the expired Ground Lease, increased by Notice to Landlord (“Renewal Revocation Notice”) given not less than the later 5 percent, and increased again by 5 percent every fifth anniversary of (x) thirty (30) days after the Fair Market Rent (if applicable) has been determined for the Demised Premises and (y) two hundred seventy (270) days prior to the commencement of the then applicable Renewal Term, if Tenant does not wish to renew this Master Lease after the determination of Fair Market Rent for such Renewal Term pursuant to Article XXVI, and in such event, the Master Lease shall terminate on the last day of the then-current Term and Tenant shall not have any further rights of renewal with respect thereto or with respect to any other Renewal Termsnew Ground Lease.
Appears in 3 contracts
Samples: Master Lease Agreement (Vornado Operating Co), Master Lease Agreement (Vornado Operating Co), Master Lease Agreement (Vornado Operating Co)
Renewal Terms. (a) The Initial Term term of this Master Lease may be extended at the option of Tenant for an aggregate of four five (45) consecutive renewal terms (separate “Renewal Terms”) ” of five (5) years each (except the fourth (4th) renewal term shall be for four (4) years) with respect to all but not less than all of the Demised Premises which are then subject to this Master Lease, if: (ia) at least three hundred sixty twelve (360) days 12), but not more than eighteen (18), months prior to the end of the then-then current Term, Tenant delivers to Landlord a Notice that it desires to exercise its right to extend this Master Lease for one (1) Renewal Term (a “Renewal Notice”); and (iib) no Event of Default shall have occurred and be continuing on the date Landlord receives the Renewal Notice (the “Exercise Date”) or on the last day of the then current Term. The last day upon which Tenant may provide a Renewal Notice to Landlord hereunder (i.e. the date that is twelve (12) months prior the expiration of the then current Term) is hereinafter referred to as the “Outside Renewal Exercise Date”) and no Event of Default for any nonpayment of Rent shall have occurred and be continuing on the first day of the applicable Renewal Term). During any such Renewal Term, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain in full force and effect. Each Notwithstanding anything contained herein to the contrary, Landlord acknowledges and agrees that (a) in the event that the Tenant is not permitted to exercise a Renewal Term Option due to the fact that an Event of Default shall commence have occurred and be continuing on the expiration date Exercise Date and (b) a Permitted Leasehold Mortgagee has elected to cure such Event of Default as effected by a timely given Lender Cure Election Notice, in accordance with Section 17.3(c), then Permitted Leasehold Mortgagee shall be permitted to timely issue to Landlord, on Tenant’s behalf, a Renewal Notice under this Section 1.4; provided however that the time within which Permitted Leasehold Mortgagee shall be required to issue a Renewal Notice to Landlord pursuant to this Section 1.4 shall be tolled (for a period not to exceed six (6) months from the Outside Renewal Exercise Date) during any period in which its ability to issue such Renewal Notice is stayed, enjoined or otherwise prohibited by operation of any applicable Legal Requirement or an order of a court of competent jurisdiction so long as Tenant and such Permitted Leasehold Mortgagee continue to fulfill the requirements of this Lease, including, without limitation, the continued cure of such Event of Default and the payment of all Rent and Additional Charges. Further, if a Renewal Notice is properly and timely given (whether by Tenant or a Permitted Leasehold Mortgagee), then the condition to the effectiveness of the current Term (as previously extended) and shall end Renewal Notice that there is no Event of Default on the date immediately preceding last day of the fifth then current Term, shall not be applicable if (5thi) anniversary thereof. For the avoidance Event of doubt, no Default at issue is a non-monetary Event of Default (it being understood that the effectiveness of any Renewal Notice shall be effective and no Renewal Term shall commence in expressly conditioned on the event Landlord exercises any right to terminate this Master Lease by reason cure of any Event all monetary Events of Default which has occurred and is continuing after the Renewal Exercise Date.
(b) [Intentionally Omitted]
(c) Tenant may not exercise its option with respect to any Renewal Term unless it has validly exercised its option as to all immediately preceding Renewal Terms.
(d) Notwithstanding the foregoing, in the event the Base Rent for any Renewal Term is subject to the determination of Fair Market Rent, Tenant shall have the right to irrevocably revoke any Renewal Notice by Notice to Landlord (“Renewal Revocation Notice”) given not less than the later of (x) thirty (30) days after the Fair Market Rent (if applicable) has been determined for the Demised Premises and (y) two hundred seventy (270) days prior to the commencement of the then Renewal Term) and (ii) on or prior to the pertinent date such Permitted Leasehold Mortgagee has commenced, or caused to be commenced, the cure of such non-monetary Event of Default in accordance with Section 17.3(c). Tenant hereby acknowledges and agrees that it shall remain bound by any Renewal Notice issued by a Permitted Leasehold Mortgagee in accordance with this grammatical paragraph of Section 1.4 and in such case this Master Lease shall remain in full force and effect and be valid and binding upon Tenant for the applicable Renewal Term, if . Tenant does not wish may exercise such options to renew with respect to all (and no fewer than all) of the Facilities which are subject to this Master Lease after the determination of Fair Market Rent for such Renewal Term pursuant to Article XXVI, and in such event, the Master Lease shall terminate on the last day as of the then-current Term and Tenant shall not have any further rights of renewal with respect thereto or with respect to any other Renewal TermsExercise Date.
Appears in 3 contracts
Samples: Master Lease (Boyd Gaming Corp), Master Lease (Boyd Gaming Corp), Master Lease (Gaming & Leisure Properties, Inc.)
Renewal Terms. (a) The Initial Term Subject to Section 1.3, the term of this Master Lease may be extended at the option of Tenant for an aggregate of four (4) consecutive renewal terms (separate “Renewal Terms”) ” of five (5) years each (except the fourth (4th) renewal term shall be for four (4) years) with respect to all but not less than all (or such lesser portion of the Demised Premises which Facilities as provided below) of the Facilities that are then subject to this the Master Lease, if: Lease as of the last day of the then current Term at a Rent being equal to the Renewal Rent if (ia) at least three hundred sixty twenty four (36024) days months prior to the end of the then-then current TermTerm (a “Renewal Election Outside Date”), Tenant delivers to Landlord Notice a “Renewal Notice” stating that it desires to exercise exercises its right to extend this Master Lease for one (1) Renewal Term (a “Renewal Notice”); and (iib) no Event of Default shall have occurred and be continuing on the date Landlord receives Renewal Election Outside Date. If, Tenant elects to renew the Lease for less than all of the Facilities, then Tenant must specify in the Renewal Notice which Facilities it elects not to renew (each a “Non-Renewal Leased Property” and collectively, the “Non-Renewal Leased Properties”). Any Facilities not specified in the Renewal Notice as Non-Renewal Leased Properties shall be deemed to be part of the Leased Property that has been extended for the one (1) Renewal Term (each a “Renewal Leased Property” and collectively, the “Renewal Exercise DateLeased Properties”) and no Event of Default for any nonpayment of Rent shall have occurred and be continuing on the first day of the applicable Renewal Term). During any such Renewal Term, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain in full force and effect, except that the Non-Renewal Leased Properties shall be excluded from the definition of “Leased Property” for the applicable Renewal Term, and Tenant shall have no further renewal rights with respect to the Non-Renewal Leased Properties. Each Renewal Term shall commence on If Tenant does not timely send the expiration date of the current Term (as previously extended) and shall end on the date immediately preceding the fifth (5th) anniversary thereof. For the avoidance of doubt, no applicable Renewal Notice pursuant to the provisions of this Section 1.4, Tenant shall be effective and no deemed to have irrevocably waived its renewal rights for all subsequent Renewal Term shall commence in the event Landlord exercises any right to terminate this Master Lease by reason of any Event of Default which has occurred and is continuing after the Renewal Exercise DateTerms.
(b) [Intentionally Omitted]
(c) Tenant may not exercise its option with respect to any Renewal Term unless it has validly exercised its option as to all immediately preceding Renewal Terms.
(d) Notwithstanding the foregoing, in the event the Base Rent for any Renewal Term is subject to the determination of Fair Market Rent, Tenant shall have the right to irrevocably revoke any Renewal Notice by Notice to Landlord (“Renewal Revocation Notice”) given not less No later than the later of (x) thirty (30) days after the Fair Market Rent (if applicable) has been determined for the Demised Premises and (y) two hundred seventy ten (270210) days prior to the commencement of the then applicable Renewal Election Outside Date for each Renewal Term, if Landlord shall deliver a Notice to Tenant does not wish which sets forth Landlord’s proposal of the Renewal Rent and Successor Tenant Rent, in each case, for each Facility then subject to renew this Master Lease after the determination of Fair Market Rent for such Renewal Term pursuant to Article XXVI, and in such event, the Master Lease shall terminate on the last day of the then-current Term Lease. If Landlord and Tenant shall not have any further rights entered into a written agreement confirming the Renewal Rent or Successor Tenant Rent, in each case, for all of renewal with respect thereto the Facilities then subject to this Master Lease on or with respect prior to any other the date that is one hundred eighty (180) days prior to the Renewal TermsElection Outside Date, then the appraisal process set forth in Section 41.14 shall be initiated on such date (the “Appraisal Commencement Date”) to determine the Renewal Rent and Successor Tenant Rent for each of the Facilities then subject to this Master Lease.
Appears in 2 contracts
Samples: Master Lease (Windstream Services, LLC), Master Lease (Communications Sales & Leasing, Inc.)
Renewal Terms. (a) The Initial Term Subject to the final sentence of this Master Section 13(a), upon expiration of the Basic Term, the Lessee shall have the right to extend this Lease may be extended at the option for successive periods of Tenant one year each (each a "Fixed Renewal Term"), but for not more than an aggregate of four two years. Subject to the final sentence of this Section 13(a), at the end of the second Fixed Renewal Term (4) consecutive renewal terms (“provided that the Lessee shall have elected to extend this Lease for such Fixed Renewal Terms”) Term), the Lessee shall have the right to extend this Lease for up to two successive periods of five (5) years one year each (except each a -32- "Fair Market Value Renewal Term"; each Fixed Renewal Term and each Fair Market Value Renewal Term, being hereinafter sometimes called a "Renewal Term") provided that the fourth aggregate term of all Renewal Terms shall not exceed four years. A Fixed Renewal Term will commence at the end of the Basic Term or the preceding Fixed Renewal Term, as the case may be and a Fair Market Value Renewal Term will commence at the end of the second Fixed Renewal Term (4thprovided that the Lessee shall have elected to extend this Lease for such Fixed Renewal Term) renewal term or at the end of the first Fair Market Value Renewal Term, as the case may be. Such right to extend this Lease shall be for four (4) years) with respect exercised upon notice to all but the Lessor, specifying the nature of the Renewal Term, not less than all 210 days nor more than 365 days before the expiration of the Demised Premises which are Basic Term or the preceding Renewal Term, as the case may be. Such notice shall be irrevocable except that in the event the Lessee gives such notice to the Lessor 240 or more days before the end of the Basic Term or the Renewal Term then subject in effect, as the case may be, the Lessee may revoke its election to extend this Master Lease, if: (i) at least three hundred sixty (360) Lease within 15 days following the determination of the Fair Market Rental Value of the Aircraft but in no event later than 210 days prior to the end of the then-current Basic Term or the preceding Renewal Term, Tenant delivers as the case may be. If the Lessee requests a determination of Fair Market Rental Value at least 240 days before the expiration of the Basic Term or a Renewal Term, as the case may be, the Lessor and the Lessee shall comply in a timely manner with their respective obligations under the definition of "Fair Market Rental Value" to Landlord Notice that it desires allow any appraisal of Fair Market Rental Value to be completed in sufficient time to permit the Lessee to exercise its the revocation right to extend this Master Lease for one (1) Renewal Term (a “Renewal Notice”); and (ii) provided above. If no Event of Specified Default shall have occurred and be continuing on the date Landlord receives of such notice or on the date of the commencement of any Renewal Term, then this Lease shall be extended for the additional period of such Renewal Term as specified in such notice on the same conditions as provided for herein. The Basic Rent payable per annum during any Fixed Renewal Term shall be the Renewal Notice (Rental Rate identified on Exhibit B. The rental payable per annum during any Fair Market Value Renewal Term shall be the “then Fair Market Rental Value for the Aircraft. Such rental during each Renewal Exercise Date”) and no Event of Default for any nonpayment of Rent Term shall have occurred and be continuing on the first day payable monthly. The Termination Value of the applicable Aircraft during each Renewal Term. During any Term shall be the Fair Market Sales Value for the Aircraft at the beginning of such Renewal Term declining on a straight line basis to the projected Fair Market Sales Value for the Aircraft at the end of such Renewal Term, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain but in full force and effect. Each Renewal Term shall commence on the expiration date of the current Term (as previously extended) and shall end on the date immediately preceding the fifth (5th) anniversary thereof. For the avoidance of doubt, no Renewal Notice shall be effective and no Renewal Term shall commence in the event Landlord exercises any right to terminate this Master Lease by reason of any Event of Default which has occurred and is continuing after the Renewal Exercise Date.
(b) [Intentionally Omitted]
(c) Tenant may not exercise its option with respect to any Renewal Term unless it has validly exercised its option as to all immediately preceding Renewal Terms.
(d) Notwithstanding the foregoing, in the event the Base Rent for any Renewal Term is subject to the determination of Fair Market Rent, Tenant shall have the right to irrevocably revoke any Renewal Notice by Notice to Landlord (“Renewal Revocation Notice”) given not less than the later of (x) thirty (30) days after the Fair Market Rent (if applicable) has been both cases determined for the Demised Premises and (y) two hundred seventy (270) days prior to the commencement of the then applicable such Renewal Term, if Tenant does not wish . If Lessee gives notice to Lessor that it will exercise its right to renew this Master Lease after at the determination end of Fair Market Rent the Basic Term, notwithstanding such notice Lessee may not exercise such right if, not later than 150 days prior to the end of the Basic Term, Owner Participant notifies Lessee that it is demanding payment of a deficiency amount under the Residual Value Guarantee Agreement and certifies to Lessee the appraised fair market sales value of the Aircraft as determined under the Residual Value Guarantee Agreement that is the basis for such Renewal Term pursuant to Article XXVI, claim and in such event, the Master Lease shall terminate on the last day amount of the then-current Term and Tenant shall not have any further rights of renewal with respect thereto or with respect to any other Renewal Termsdeficiency so claimed.
Appears in 2 contracts
Samples: Lease Agreement (Republic Airways Holdings Inc), Lease Agreement (Republic Airways Holdings Inc)
Renewal Terms. (a) The Initial Term Subject to the final sentence of this Master Section 13(a), upon expiration of the Basic Term, the Lessee shall have the right to extend this Lease may be extended at the option for successive periods of Tenant one year each (each a "Fixed Renewal Term"), but for not more than an aggregate of four two years. Subject to the final sentence of this Section 13(a), at the end of the second Fixed Renewal Term (4) consecutive renewal terms (“provided that the Lessee shall have elected to extend this Lease for such Fixed Renewal Terms”) Term), the Lessee shall have the right to extend this Lease for up to two successive periods of five (5) years one year each (except each a "Fair Market Value Renewal Term"; each Fixed Renewal Term and each Fair Market Value Renewal Term, being hereinafter sometimes called a "Renewal Term") provided that the fourth aggregate term of all Renewal Terms shall not exceed four years. A Fixed Renewal Term will commence at the end of the Basic Term or the preceding Fixed Renewal Term, as the case may be and a Fair Market Value Renewal Term will commence at the end of the second Fixed Renewal Term (4thprovided that the Lessee shall have elected to extend this Lease for such Fixed Renewal Term) renewal term or at the end of the first Fair Market Value Renewal Term, as the case may be. Such right to extend this Lease shall be for four (4) years) with respect exercised upon notice to all but the Lessor, specifying the nature of the Renewal Term, not less than all 210 days nor more than 365 days before the expiration of the Demised Premises which are Basic Term or the preceding Renewal Term, as the case may be. Such notice shall be irrevocable except that in the event the Lessee gives such notice to the Lessor 240 or more days before the end of the Basic Term or the Renewal Term then subject in effect, as the case may be, the Lessee may revoke its election to extend this Master Lease, if: (i) at least three hundred sixty (360) Lease within 15 days following the determination of the Fair Market Rental Value of the Aircraft but in no event later than 210 days prior to the end of the then-current Basic Term or the preceding Renewal Term, Tenant delivers as the case may be. If the Lessee requests a determination of Fair Market Rental Value at least 240 days before the expiration of the Basic Term or a Renewal Term, as the case may be, the Lessor and the Lessee shall comply in a timely manner with their respective obligations under the definition of "Fair Market Rental Value" to Landlord Notice that it desires allow any appraisal of Fair Market Rental Value to be completed in sufficient time to permit the Lessee to exercise its the revocation right to extend this Master Lease for one (1) Renewal Term (a “Renewal Notice”); and (ii) provided above. If no Event of Specified Default shall have occurred and be continuing on the date Landlord receives of such notice or on the date of the commencement of any Renewal Term, then this Lease shall be extended for the additional period of such Renewal Term as specified in such notice on the same conditions as provided for herein. The Basic Rent payable per annum during any Fixed Renewal Term shall be the Renewal Notice (Rental Rate identified on Exhibit B. The rental payable per annum during any Fair Market Value Renewal Term shall be the “then Fair Market Rental Value for the Aircraft. Such rental during each Renewal Exercise Date”) and no Event of Default for any nonpayment of Rent Term shall have occurred and be continuing on the first day payable monthly. The Termination Value of the applicable Aircraft during each Renewal Term. During any Term shall be the Fair Market Sales Value for the Aircraft at the beginning of such Renewal Term declining on a straight line basis to the projected Fair Market Sales Value for the Aircraft at the end of such Renewal Term, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain but in full force and effect. Each Renewal Term shall commence on the expiration date of the current Term (as previously extended) and shall end on the date immediately preceding the fifth (5th) anniversary thereof. For the avoidance of doubt, no Renewal Notice shall be effective and no Renewal Term shall commence in the event Landlord exercises any right to terminate this Master Lease by reason of any Event of Default which has occurred and is continuing after the Renewal Exercise Date.
(b) [Intentionally Omitted]
(c) Tenant may not exercise its option with respect to any Renewal Term unless it has validly exercised its option as to all immediately preceding Renewal Terms.
(d) Notwithstanding the foregoing, in the event the Base Rent for any Renewal Term is subject to the determination of Fair Market Rent, Tenant shall have the right to irrevocably revoke any Renewal Notice by Notice to Landlord (“Renewal Revocation Notice”) given not less than the later of (x) thirty (30) days after the Fair Market Rent (if applicable) has been both cases determined for the Demised Premises and (y) two hundred seventy (270) days prior to the commencement of the then applicable such Renewal Term, if Tenant does not wish . If Lessee gives notice to Lessor that it will exercise its right to renew this Master Lease after at the determination end of Fair Market Rent the Basic Term, notwithstanding such notice Lessee may not exercise such right if, not later than 150 days prior to the end of the Basic Term, Owner Participant notifies Lessee that it is demanding payment of a deficiency amount under the Residual Value Guarantee Agreement and certifies to Lessee the appraised fair market sales value of the Aircraft as determined under the Residual Value Guarantee Agreement that is the basis for such Renewal Term pursuant to Article XXVI, claim and in such event, the Master Lease shall terminate on the last day amount of the then-current Term and Tenant shall not have any further rights of renewal with respect thereto or with respect to any other Renewal Termsdeficiency so claimed.
Appears in 2 contracts
Samples: Lease Agreement (Republic Airways Holdings Inc), Lease Agreement (Republic Airways Holdings Inc)
Renewal Terms. (a) The Initial Term If no Event of this Master Lease may Default shall have ------------- occurred and be extended continuing at the option time Tenant gives notice as set forth below or at the time of the commencement of the applicable Extended Term, Tenant for an aggregate of four (4) consecutive renewal terms (“Renewal Terms”) of five (5) years each (except is hereby granted the fourth (4th) renewal term shall be for four (4) years) right to renew this Lease, with respect to all all, but not less than all all, of the Demised Premises which are then subject Leased Properties within the applicable group as shown on Exhibit D annexed hereto, for three (3) 5-year optional renewal terms --------- (collectively the "Extended Terms" and each an "Extended Term") upon giving -------------- ------------- written notice to this Master Lease, if: (i) Lessor of each such renewal at least one hundred eighty (180) days but not more than three hundred sixty (360) days prior to the end termination of the then-then current Term, . Tenant delivers to Landlord Notice that it desires to may not exercise its right to extend this Master Lease option for more than one (1) Renewal Extended Term (at a “Renewal Notice”); and (ii) no Event of Default shall have occurred and be continuing on the date Landlord receives the Renewal Notice (the “Renewal Exercise Date”) and no Event of Default for any nonpayment of Rent shall have occurred and be continuing on time. During the first day of the applicable Renewal such Extended Term. During any such Renewal Term, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall continue in full force and effect, except that the Minimum Rent for and during such Extended Term shall be equal to the Minimum Rent in effect on the last day of the Fixed Term, plus the Escalation Amount. During each of the second Extended Term and the third Extended Term, all of the terms and conditions of this Lease shall continue in full force and effect, except that the Rent for and during the Extended Terms shall be the then current fair market rental ("Fair Market Rental") which unless otherwise ------------------ mutually agreed to by Lessor and Tenant shall be determined by the appraisal procedure pursuant to the provisions of Article XXXV. If Tenant fails to notify Lessor of the exercise of any extension option which Tenant has the right to exercise hereunder prior to the required time, its option or options to extend shall nevertheless remain in full force and effect. Each Renewal Term shall commence on the expiration date effect for a period of the current Term (as previously extended) and shall end on the date immediately preceding the fifth (5th) anniversary thereof. For the avoidance of doubt, no Renewal Notice shall be effective and no Renewal Term shall commence in the event Landlord exercises any right to terminate this Master Lease by reason of any Event of Default which has occurred and is continuing after the Renewal Exercise Date.
(b) [Intentionally Omitted]
(c) Tenant may not exercise its option with respect to any Renewal Term unless it has validly exercised its option as to all immediately preceding Renewal Terms.
(d) Notwithstanding the foregoing, in the event the Base Rent for any Renewal Term is subject to the determination of Fair Market Rent, Tenant shall have the right to irrevocably revoke any Renewal Notice by Notice to Landlord (“Renewal Revocation Notice”) given not less than the later of (x) thirty (30) days after the Fair Market Rent (if applicable) has been determined for the Demised Premises and (y) two hundred seventy (270) days prior receipt of written notice from Lessor subsequent to the commencement required time setting forth the expiration date of the then applicable Renewal Term, if this Lease and advising Tenant does that notice of extension has not wish to renew this Master Lease after the determination of Fair Market Rent for such Renewal Term pursuant to Article XXVI, and in such event, the Master Lease shall terminate on the last day of the then-current Term and Tenant shall not have any further rights of renewal with respect thereto or with respect to any other Renewal Termsbeen received.
Appears in 2 contracts
Samples: Master Lease Agreement (Vencor Healthcare Inc), Master Lease Agreement (Ventas Inc)
Renewal Terms. (a) The Initial Term Provided that no Event of this Master Lease may be extended Default, or event which, with notice or lapse of time or both, would constitute a monetary Event of Default, has occurred and is continuing, either at the date of exercise or upon the commencement of an Extended Term, then Lessee shall have the right to renew this Lease with respect to all (but not less than all) of, respectively, the Pool 1 Facilities, the Pool 2 Facilities, the Pool 3 Facilities and the Pool 4 Facilities then covered by this Lease for the Extended Terms for such Facilities set forth on Exhibit D attached hereto. Each renewal option shall be exercised, if at all, by Lessee (i) giving written notice to Lessor of Tenant for its intent to renew (subject to an aggregate acceptable determination of Fair Market Rental in accordance with the appraisal process set forth in Article XXXIV) not less than twenty-four (424) consecutive months and not more than thirty (30) months prior to the expiration of the applicable then current Term, (ii) giving written notice to Lessor of such renewal terms not less than thirty (30) days after the completion of the appraisal process set forth in Article XXXIV (such thirty (30) day period, together with the Appraisal Period, the “Renewal TermsOption Period”), (iii) delivering to Lessor, concurrently with the delivery of five the notice described in clause (5ii) years hereof, a reaffirmation of each Guaranty executed by the applicable Guarantor stating, in substance, that such Guarantor’s obligations under such Guaranty shall extend to this Lease, as extended by the subject Extended Term, and (except the fourth (4th) renewal term shall be for four (4) yearsiv) with respect to all but not less than all any Facility(ies) subject to a New Lease hereafter with or in favor of Lessor or any Affiliate of Lessor, the exercise by the “Lessee” thereunder of the Demised Premises which are then subject to this Master Leaserenewal of each such New Lease for the corresponding and co-terminus “Extended Term” thereof, if: (i) at least three hundred sixty (360) days prior to concurrently with the end delivery of the then-current Term, Tenant delivers to Landlord Notice that it desires to exercise its right to extend this Master Lease for one (1) Renewal Term (a “Renewal Notice”); and notice described in clause (ii) no Event hereof. Lessee’s exercise of Default any renewal option hereunder shall have occurred be irrevocable and be continuing on immediately binding upon Lessee, as applicable (x) as provided in Section 34.1.4, or (y) as of the date Landlord receives the Renewal Notice (the “Renewal Exercise Date”) and no Event of Default for any nonpayment of Rent shall have occurred and be continuing on the first day of that Lessee delivers the applicable Renewal Termnotices and reaffirmations pursuant to the foregoing items (ii) through (iv). During any such Renewal each Extended Term, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain continue in full force and effect. Each Renewal effect except that the annual Minimum Rent for and during such Extended Term shall commence be as set forth in or determined pursuant to the formula set forth on Exhibit D attached hereto. When establishing the Fair Market Rental for purposes of this Section 19.1, the “income generated by the Leased Property and all Capital Additions of such Facility, or applicable portion(s) thereof” shall be determined based upon Lessee’s actual net operating income generated by the Leased Property and all Capital Additions of the subject Facility for the twelve (12) month period from and including the thirty-eighth (38th) full calendar month preceding the expiration date of the current Fixed Term of such Facility and through and including the twenty-seventh (as previously extended27th) and shall end on the date immediately full calendar month preceding the fifth (5th) anniversary thereof. For the avoidance expiration of doubt, no Renewal Notice shall be effective and no Renewal Term shall commence in the event Landlord exercises any right to terminate this Master Lease by reason of any Event of Default which has occurred and is continuing after the Renewal Exercise Datesuch Fixed Term.
(b) [Intentionally Omitted]Notwithstanding anything to the contrary in Section 19.1(a), Lessor, in its sole discretion, may waive the condition to Lessee’s right to renew this Lease that no Event of Default, or event which, with notice or lapse of time or both, would constitute a monetary Event of Default, has occurred or is continuing, and the same may not be used by Lessee as a means to negate the effectiveness of Lessee’s exercise of its renewal right for such Extended Term.
(c) Tenant may not exercise If, pursuant to the terms of Section 19.1(a)(i), Lessee shall have given Lessor notice of its option with respect intent to any Renewal Term unless it has validly exercised its option as to all immediately preceding Renewal Terms.
renew (d) Notwithstanding the foregoing, in the event the Base Rent for any Renewal Term is subject to the an acceptable determination of Fair Market Rent, Tenant Rental in accordance with the appraisal process set forth in Article XXXVI) and at any time during the Renewal Option Period shall have the right to irrevocably revoke any elect, and shall elect, not to renew this Lease, Lessee shall provide Lessor with notice of such election (the “Non-Renewal Notice by Notice to Landlord (“Renewal Revocation Notice”) given not less than the later of ), then Lessor may require that Lessee (x) thirty pay all the fees and expenses of the Appraisers appointed pursuant to Section 34.1 (30) days after the Fair Market Rent (if applicable) has been determined for the Demised Premises including Lessor’s portion thereof), and (y) two hundred seventy (270) days prior to continue as a holdover tenant at the commencement then current Minimum Rent following the expiration of the then applicable Renewal TermTerm for an additional period designated by Lessor, if Tenant does but not wish to renew this Master Lease after exceed the determination lesser of Fair Market Rent six (6) months and the time actually required for such Renewal Term pursuant Lessor to Article XXVI, and in such event, re-let the Master Lease shall terminate on the last day of the then-current Term and Tenant shall not have any further rights of renewal with respect thereto or with respect to any other Renewal TermsLeased Property.
Appears in 2 contracts
Samples: Master Lease and Security Agreement (Hcp, Inc.), Master Lease and Security Agreement (Hcp, Inc.)
Renewal Terms. (a) The Initial Term Provided that on the date on which Tenant gives the applicable Renewal Notice (as defined below) (i) Tenant is not in monetary default under this Lease beyond the expiration of this Master Lease may be extended at the option of any applicable notice and grace periods and (ii) Tenant for an aggregate of four is not Insolvent (4as defined below), Tenant shall have one (1) consecutive renewal terms (“Renewal Terms”) of five (5) years each year renewal option (except the fourth “Renewal Option”) to extend the Term for a renewal term. The Renewal Term shall commence on the day after the then current expiration date of the Term and shall expire on the fifth (4th5th) renewal term anniversary of such then current expiration date. The Renewal Option shall be for four (4) years) with respect to all but not less than all of the Demised Premises which are then subject to this Master Lease, if: (i) at least three hundred sixty (360) days prior to the end of the then-current Term, exercisable by Tenant delivers by written notice to Landlord Notice that it desires to exercise its right to extend this Master Lease for one (1) Renewal Term (a “Renewal Notice”); and (ii) no Event of Default shall have occurred and be continuing on given not later than the date Landlord receives the Renewal Notice (the “Renewal Outside Exercise Date”) that is eighteen (18) months prior to the expiration date of the initial Term. In the event that Tenant fails to give any Renewal Notice by the Outside Exercise Date relating thereto, then Tenant shall have no further right to extend the Term pursuant to this Article 27. For purposes of this Section 27.01, Tenant shall be deemed to be “Insolvent” on a particular day if (i) on such date there is pending an action pursuant to a petition that was filed by Tenant under the United States Bankruptcy Code, 11 U.S.C. §§ 101 1330, as amended, or any successor thereto, or (ii) on such date there is pending an action pursuant to a petition that was filed at least 90 days prior to such date against Tenant under the United States Bankruptcy Code, 11 U.S.C. §§ 101 1330, as amended, or any successor thereto.
(b) The Renewal Term shall be upon the same covenants, terms and conditions as in this Lease for the original Term, except that no Event further Renewal Option shall be available and the Base Rent applicable during the Renewal Term shall be equal to the greater of Default (i) the existing Base Rent as of the end of the initial Term, or (ii) the Renewal Term Fair Market Base Rent (as defined in Section 27.01(e) below) applicable to the Renewal Term.
(c) Promptly after delivery to Landlord of a Renewal Notice with respect to any Renewal Term, Landlord and Tenant shall endeavor to agree upon the Renewal Term Fair Market Base Rent applicable to such Renewal Term. If Landlord and Tenant do not agree upon the Renewal Term Fair Market Base Rent applicable to the Renewal Term in question within thirty (30) days after Landlord’s receipt of the Renewal Notice applicable thereto, then Landlord shall within thirty (30) days thereafter notify Tenant (the “Rent Notice”) of Landlord’s determination of the Renewal Term Fair Market Base Rent applicable to such Renewal Term (“Landlord’s Determination”), which determination shall be binding on Landlord in the event such Renewal Term Fair Market Base Rent is determined by appraisal pursuant to Exhibit F annexed hereto. Tenant shall notify Landlord (“Tenant’s Notice”), within thirty (30) days after Tenant’s receipt of the Rent Notice, whether Tenant accepts or disputes Landlord’s Determination, and if Tenant disputes Landlord’s Determination, Tenant’s Notice shall set forth Tenant’s determination of the Renewal Term Fair Market Base Rent (“Tenant’s Determination”), which determination shall be binding on Tenant in the event such Renewal Term Fair Market Base Rent is determined by appraisal pursuant to Exhibit F annexed hereto. Landlord’s Determination and Tenant’s Determination are each hereinafter referred to as a “Determination” and are collectively hereinafter referred to as the “Determinations”. Alternatively, Tenant shall have the right, within thirty (30) days following receipt of Landlord’s Determination, to rescind Tenant’s Renewal Notice by notice to Landlord, in which event the provisions of this Article 27 shall be of no further force and effect and this Lease shall terminate and expire as otherwise set forth in this Lease. If Tenant fails to give Tenant’s Notice or to rescind Tenant’s Renewal Notice within such thirty (30) day period, then Tenant shall be deemed to have accepted Landlord’s Determination.
(d) Provided Tenant does not rescind Tenant’s Renewal Notice as aforesaid, if Tenant timely disputes Landlord’s Determination, then the Renewal Term Fair Market Base Rent shall be established by appraisal in accordance with the procedures set forth in Exhibit F annexed hereto and made a part hereof. Upon determination of the Renewal Term Fair Market Base Rent, Tenant shall have the right, within thirty (30) days following such determination, to rescind Tenant’s Renewal Notice by notice to Landlord, in which event this Lease shall terminate and expire as otherwise set forth in this Lease, subject however to Tenant’s obligation to pay Rent pursuant to the terms of the next following sentence, if applicable. If, for any nonpayment reason, the Renewal Term Fair Market Base Rent applicable to the Renewal Term is not finally determined on or prior to the commencement of the Renewal Term, then (i) pending such final determination, Tenant shall initially pay Base Rent for the Renewal Term at the Base Rent rate in effect during the last month of the original Term, (ii) upon such final determination, the Base Rent for the Renewal Term shall be as provided in subclause (b) above, and (iii) in the event that such final determination results in a Base Rent rate in excess of the rate paid by Tenant during the Renewal Term, a retroactive adjustment in Base Rent shall have occurred be made and the appropriate payment shall be continuing made by Tenant to Landlord.
(e) For the purposes of this Lease, the “Renewal Term Fair Market Base Rent” for the Premises applicable to the Renewal Term shall mean an amount per annum determined by reference to the market for comparable facilities that a willing landlord would offer and a willing tenant would accept in an arms length transaction for a lease of the Premises (1) commencing on the first day of the applicable Renewal Term. During any such Renewal Term, except as (2) expiring on the expiration of the Renewal Term, (3) providing for no free rent, no work to be done by landlord to prepare the premises for tenant and no contribution by landlord toward tenant’s cost to so prepare the premises, (4) without payment of a brokerage commission (unless there is in existence a commission agreement requiring payment of commission in connection with renewal), (5) providing for an annual management fee equal to one percent (1%) of the annual base rent, and (6) otherwise specifically provided for herein, on all of the terms and conditions of this Master Lease shall remain in full force and effectLease. Each To the extent that the appraisers determine “Renewal Term shall commence on the expiration date of the current Term (as previously extended) and shall end on the date immediately preceding the fifth (5th) anniversary thereof. For the avoidance of doubt, no Renewal Notice shall be effective and no Renewal Term shall commence in the event Landlord exercises any right to terminate this Master Lease by reason of any Event of Default which has occurred and is continuing after the Renewal Exercise Date.
(b) [Intentionally Omitted]
(c) Tenant may not exercise its option with respect to any Renewal Term unless it has validly exercised its option as to all immediately preceding Renewal Terms.
(d) Notwithstanding the foregoing, in the event the Fair Market Base Rent Rent” for any Renewal Term is subject by reference to other transactions, they shall consider the terms and conditions of such other transactions and if such other transactions have different terms and conditions (e.g., shorter or longer term, free rent, different escalation formulae or renewal options), the Renewal Term Fair Market Base Rent at issue shall be determined by the appraisers by making appropriate adjustment to the determination base rent of Fair Market Rent, Tenant shall have the right to irrevocably revoke any Renewal Notice by Notice to Landlord (“Renewal Revocation Notice”) given not less than the later of (x) thirty (30) days after the Fair Market Rent (if applicable) has been determined for the Demised Premises and (y) two hundred seventy (270) days prior to the commencement of the then applicable Renewal Term, if Tenant does not wish to renew this Master Lease after the determination of Fair Market Rent for such Renewal Term pursuant to Article XXVI, and in such event, the Master Lease shall terminate on the last day of the then-current Term and Tenant shall not have any further rights of renewal with respect thereto or with respect to any other Renewal Termstransactions.
Appears in 2 contracts
Samples: Lease (Fender Musical Instruments Corp), Lease (Fender Musical Instruments Corp)
Renewal Terms. Provided (ai) The Initial there is not an existing and continuing Event of Default under this Agreement or under any of the Property Leases either on the date that ALS Holdings exercises the applicable Renewal Term or on the commencement date thereof, (ii) there is not an existing and continuing Management Termination Event under this Agreement either on the date that ALS Holdings exercises the first Renewal Term or on the commencement date thereof, (iii) the Alterra Lessees or their approved successors-in-interest (including any approved sublessees) shall continue to be lessees of this Master the Facilities, (iv) Guarantor shall deliver to PSLT-ALS Holdings an affirmation of the Guaranty, and (v) ALS Holdings shall deliver to PSLT-ALS Holdings affirmations of each Lease may be extended at Guaranty (as defined in the Property Leases) with respect to each of the Property Leases, ALS Holdings, acting on behalf of each of the Alterra Lessees, shall have the option to renew all, but not less than all, of Tenant the Property Leases for an aggregate of four two (42) consecutive renewal terms (“Renewal Terms”) of additional five (5) years each year periods in accordance with the terms of the Property Leases (except each, a "Renewal Term", and collectively, the fourth "Renewal Terms"); provided, however, that the second five (4th5) year renewal term option shall be for four additionally conditioned upon ALS Holdings having exercised the first five (45) years) year renewal option with respect to all all, but not less than all of the Demised Premises which are then subject to this Master Lease, if: (i) at least three hundred sixty (360) days prior to the end of the then-current Term, Tenant delivers to Landlord Notice that it Property Leases. If ALS Holdings desires to exercise its right option under this Paragraph 3(b) to extend this Master Lease for renew all of the Property Leases, ALS Holdings shall deliver to PSLT-ALS Holdings written Notice (the "First Renewal Notice") not less than one (1) year prior to the expiration of the Initial Term or the initial Renewal Term (a “Renewal Notice”); and (ii) no Event of Default shall have occurred and be continuing on the date Landlord receives the Renewal Term, as applicable, requesting that PSLT-ALS Holdings deliver to ALS Holdings written Notice (the “"Renewal Exercise Date”Determination Notice") and no Event setting forth PSLT-ALS Holdings' determination of Default for any nonpayment the Lease Basis (as defined in the Property Leases) with respect to each of the Facilities to be used in the calculation of Base Rent shall have occurred and be continuing on (as defined in the first day Property Leases) under each of the Property Leases during the applicable Renewal Term. During any such Renewal Term, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain in full force and effect. Each Renewal Term shall commence on the expiration date of the current Term Within fifteen (as previously extended) and shall end on the date immediately preceding the fifth (5th) anniversary thereof. For the avoidance of doubt, no Renewal Notice shall be effective and no Renewal Term shall commence in the event Landlord exercises any right to terminate this Master Lease by reason of any Event of Default which has occurred and is continuing after the Renewal Exercise Date.
(b) [Intentionally Omitted]
(c) Tenant may not exercise its option with respect to any Renewal Term unless it has validly exercised its option as to all immediately preceding Renewal Terms.
(d) Notwithstanding the foregoing, in the event the Base Rent for any Renewal Term is subject to the determination of Fair Market Rent, Tenant shall have the right to irrevocably revoke any Renewal Notice by Notice to Landlord (“Renewal Revocation Notice”) given not less than the later of (x) thirty (3015) days after the Fair Market Rent receipt by PSLT-ALS Holdings of the First Renewal Notice, PSLT-ALS Holdings shall deliver to ALS Holdings the Renewal Determination Notice, and, within fifteen (if applicable15) has been determined days after delivery by PSLT-ALS Holdings to ALS Holdings of the Renewal Determination Notice, ALS Holdings shall, by written notice to PSLT-ALS Holdings, either (x) decline to extend the Property Leases and this Agreement for the Demised Premises applicable Renewal Term, in which event, ALS Holdings shall have no further renewal rights pursuant to this Paragraph 3(b), (y)(i) agree with PSLT-ALS Holdings' determination of the Lease Basis with respect to all of the Facilities as set forth in the Renewal Determination Notice and (yii) extend the Term of the Property Leases and this Agreement for the applicable Renewal Term using the Lease Basis for each of the Facilities as set forth in the Renewal Determination Notice for purposes of determining the Base Rent payable under the Property Leases for the applicable Renewal Term, or (z) disagree with one (1) or more of the determinations of Lease Basis set forth in the Renewal Determination Notice, in which event, the parties shall immediately initiate the appraisal procedures set forth in Paragraph 53 of the Property Leases with respect to the applicable Facility(ies). If ALS Holdings exercises its option pursuant to clause (z) of the immediately preceding sentence, ALS Holdings shall either accept or reject the determination of the Lease Basis for each of the Facilities either as set forth in the Renewal Determination Notice or as determined in accordance with the appraisal procedures set forth in Paragraph 53 of the Property Leases, as the case may be, not later than two hundred seventy (270) days prior to the commencement expiration of the then Initial Term or the expiration of the initial Renewal Term, as applicable, by written Notice to PSLT-ALS Holdings, which Notice shall constitute ALS Holdings' irrevocable election hereunder to (A) extend the Term of the Property Leases and this Agreement for the applicable Renewal Term using the Lease Basis for each of the Facilities determined in accordance with the terms of this Paragraph, or (B) decline to extend the Property Leases and this Agreement for the applicable Renewal Term; provided, however, that if the appraisal procedures with respect to the applicable Facility(ies) are continuing in good faith between the parties, but the parties have not yet determined the Base Rent for all of the Facilities for the applicable Renewal Term, if Tenant does then ALS Holdings shall have an additional thirty (30) days to make its decision; provided, further, that in any event, ALS Holdings must make its election whether or not wish to renew extend the Property Leases and this Master Agreement not later than two hundred forty (240) days prior to the expiration of the Initial Term or the expiration of the initial Renewal Term, as applicable, based upon either the Lease after Basis set forth in the determination Renewal Determination Notice or the results of Fair Market Rent for the appraisal procedures that have been completed as of such Renewal Term pursuant to Article XXVIdate. Upon the renewal of the Property Leases by ALS Holdings as provided in this Paragraph 3(b), this Agreement shall automatically, and in without any action by any Person, be deemed to have been extended for the same term. In the event of such eventexercise, (1) PSLT-ALS Holdings and ALS Holdings shall enter into such confirmatory documents as may be necessary to effect such renewal of this Agreement, and (2) PSLT-ALS Holdings and ALS Holdings shall cause and direct the Master Lease Provident Lessors and the Alterra Lessees, respectively, to enter into such confirmatory documents as may be necessary to effect such renewals. Time shall terminate on the last day be of the then-current Term and Tenant shall not have any further rights of renewal with respect thereto or essence with respect to any other Renewal Termsthe giving of notices under this Paragraph 3(b).
Appears in 2 contracts
Samples: Lease Agreement (Provident Senior Living Trust), Lease Agreement (Brookdale Senior Living Inc.)
Renewal Terms. (a) The Initial Term Provided that no Event of Default has occurred hereunder and is continuing, Tenant shall have the option to renew the term of this Master Lease may be extended at the option of Tenant for an aggregate of four up to two (42) consecutive renewal additional terms (“Renewal Terms”) of five (5) years each (except "Renewal Terms"), at a Fixed Minimum Rent per annum, to remain constant throughout the fourth five-year Renewal Term, equal to the lesser of (4tha) renewal term shall be for four one hundred twenty percent (4120%) years) with respect to all but not less than all of the Demised Premises which are then subject to average Fixed Minimum Rent per annum in effect over the expiring Term, or (b) ninety-five percent (95%) of the fair market value (including applicable concessions, if any) for comparable leases in comparable buildings, as determined by Landlord ("Fair Market Rent"). Tenant must notify Landlord of Tenant's interest in renewing this Master Lease, if: (i) Lease at least three hundred sixty nine (3609) days months prior to the end expiration of the then-current Initial Term, Tenant delivers to Landlord Notice that it desires to exercise its right to extend this Master Lease for one (1) Renewal Term (a “Renewal Notice”); and (ii) no Event of Default shall have occurred and be continuing on the date Landlord receives the Renewal Notice (the “Renewal Exercise Date”) and no Event of Default for any nonpayment of Rent shall have occurred and be continuing on or the first day of the applicable Renewal Term. During any such Renewal Term, except as otherwise specifically provided for hereinthe case may be ( failing which notice, all of the terms and conditions of Tenant's right to renew this Master Lease shall remain in full force terminate and effect. Each Renewal Term shall commence on the expiration date of the current Term (as previously extended) expire), and shall end on the date immediately preceding the fifth (5th) anniversary thereof. For the avoidance of doubtLandlord shall, no Renewal Notice shall be effective and no Renewal Term shall commence in the event Landlord exercises any right to terminate this Master Lease by reason of any Event of Default which has occurred and is continuing after the Renewal Exercise Date.
(b) [Intentionally Omitted]
(c) Tenant may not exercise its option with respect to any Renewal Term unless it has validly exercised its option as to all immediately preceding Renewal Terms.
(d) Notwithstanding the foregoing, in the event the Base Rent for any Renewal Term is subject to the determination of Fair Market Rent, Tenant shall have the right to irrevocably revoke any Renewal Notice by Notice to Landlord (“Renewal Revocation Notice”) given not less than the later of (x) within thirty (30) days after receipt of such notice, provide Tenant with the Fair Market Rent (if applicable) has been determined for the Demised Premises and applicable Renewal Term. Tenant must then notify Landlord of Tenant's renewal of this Lease at least six (y6) two hundred seventy (270) days months prior to the commencement expiration of the then applicable Initial Term, or the first Renewal Term, if Tenant does not wish as the case may be, failing which notice, Tenant's right to renew this Master Lease after the determination of Fair Market Rent for such Renewal Term pursuant to Article XXVI, and in such event, the Master Lease shall terminate on and expire. All terms and conditions of this Lease other than the last day of Fixed Minimum Rent shall apply to the then-current Renewal Terms. The Initial Term and Tenant shall not have any further rights of renewal with respect thereto or with respect to any other Renewal TermsTerms are hereafter collectively called the "Term".
Appears in 2 contracts
Samples: Lease Agreement (Avax Technologies Inc), Lease Agreement (Avax Technologies Inc)
Renewal Terms. (a) The Initial Term term of this Master Lease may be extended at the option of Tenant for an aggregate of four three (43) consecutive renewal terms (separate “Renewal Terms”) ” of five (5) years each (except the fourth (4th) renewal term shall be for four (4) years) with respect to all but not less than all of the Demised Premises which are then subject to this Master Lease, if: (ia) at least three hundred sixty twelve (36012), but not more than eighteen (18) days months prior to the end of the then-then current Term, Tenant delivers to Landlord Notice a “Renewal Notice” that it desires to exercise its right to extend this Master Lease for one (1) Renewal Term (a “Renewal Notice”)Term; and (iib) no Event of Default shall have occurred and be continuing on the date Landlord receives the Renewal Notice (the “Renewal Exercise Date”) and no Event of Default for any nonpayment of Rent shall have occurred and be continuing or on the first last day of the applicable Renewal then current Term. During any such Renewal Term, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain in full force and effect. Each Tenant may exercise such options to renew with respect to all (and no fewer than all) of the Facilities which are subject to this Master Lease as of the Exercise Date; provided, however, that the exercise of each Renewal Term shall commence on be applicable with respect to each Barge-Based Facility only if an Expert has confirmed prior to the expiration date applicable Exercise Date (but no more than 180 days prior thereto) that exercising such Renewal Term with respect to such Barge-Based Facility would not cause the aggregate Term to exceed eighty percent (80%) of the current useful life of such Barge-Based Facility as measured from the Commencement Date or the estimated residual fair market value of such Barge-Based Facility at the end of the applicable Renewal Term to be less than 20% of the fair market value of such Barge-Based Facility as of the Commencement Date without regard to inflation or deflation. If exercising any Renewal Term would cause the aggregate Term to exceed eighty percent (80%) of any Barge-Based Facility’s estimated useful life, then (i) the remainder of the Leased Property (other than any Barge-Based Facility for which the aggregate Term would exceed eighty percent (80%) of such Barge-Based Facility’s estimated useful life or the estimated residual fair market value of such Barge-Based Facility at the end of the applicable Renewal Term to be less than twenty percent (20%) of the fair market value of such Barge-Based Facility as previously extendedof the Commencement Date without regard to inflation or deflation) shall continue to be demised hereunder for the entire applicable Renewal Term, and shall end on the date immediately preceding the fifth (5thii) anniversary thereof. For the avoidance of doubt, no Renewal Notice each such Barge-Based Facility shall be effective included in such Renewal Term only for the period of time that is within (and no does not exceed) eighty percent (80%) of the estimated useful life of such Barge-Based Facility and the estimated residual fair market value of such Barge-Based Facility at the end of the applicable Renewal Term shall commence be not less than twenty percent (20%) of the fair market value of such Barge- Based Facility as of the Commencement Date without ACTIVE/119768607.18 regard to inflation or deflation and shall thereafter not be a part of the Leased Property hereunder and the Base Rent due hereunder shall thereafter be reduced to account for the period of time each such Barge-Based Facility is not part of the Leased Property by an amount determined in accordance with the event formula set forth in Section 14.6 hereof and such Barge-Based Facility and the Tenant’s Property related thereto shall be sold at fair market value, with Landlord exercises any right entitled to terminate the value of the Leased Property relating to such Barge-Based Facility and Tenant entitled to the value of the Tenant’s Property relating to such Barge-Based Facility. Notwithstanding anything contained herein to the contrary, Landlord and Tenant hereby acknowledge and agree that the Term of this Master Lease by reason shall at all times be co-terminus with the term of any Event of Default which has occurred and is continuing after the Renewal Exercise Date.
(b) [Intentionally Omitted]
(c) Tenant may not exercise its option with respect to any Renewal Term unless it has validly exercised its option as to all immediately preceding Renewal Terms.
(d) Notwithstanding the foregoingSister Master Lease. As a result thereof, in the event (1) Tenant elects to extend the Base Rent Term of this Master Lease for any one or more Renewal Term is subject Terms, Tenant or its Affiliate, as applicable, shall be required to exercise its options to renew the determination term of Fair Market Rentthe Sister Master Lease, and (2) Tenant elects to extend the term of the Sister Master Lease, Tenant shall have the right be required to irrevocably revoke any Renewal Notice by Notice to Landlord (“Renewal Revocation Notice”) given not less than the later of (x) thirty (30) days after the Fair Market Rent (if applicable) has been determined for the Demised Premises and (y) two hundred seventy (270) days prior to the commencement of the then applicable Renewal Term, if Tenant does not wish exercise its options to renew the Term under the Master Lease so that the Term under this Master Lease after at all times remains co-terminus with the determination term of Fair Market Rent the Sister Master Lease. In the event Tenant or its Affiliate delivers a Renewal Notice (as defined in the Sister Master Lease) for such a Renewal Term pursuant to Article XXVI, and (as defined in such event, the Sister Master Lease shall terminate on Lease) in accordance with the last day terms of the then-current Term Sister Master Xxxxx and fails to timely deliver a Renewal Notice hereunder, Tenant shall not automatically be deemed to have any further rights of renewal with respect thereto or with respect to any other delivered a Renewal TermsNotice under this Section 1.4.
Appears in 1 contract
Renewal Terms. (a) The Initial Term 2.2.1 Provided Tenant is not in Default under this Lease as of this Master Lease may be extended at the option date of Tenant for an aggregate exercise or the commencement of four (4) consecutive a renewal terms term (“Renewal TermsTerm Commencement Date(s)”), Tenant shall have the option to renew this Lease (“Renewal Option(s)”) for two (2) successive periods of five (5) years each (except the fourth “Renewal Term(s)”), exercisable by giving written notice thereof (4th“Renewal Notice”) renewal term shall be for four (4) years) with respect to all but not less than all Landlord of the Demised Premises which are then subject to this Master Lease, if: (i) its exercise of a Renewal Option at least three hundred sixty twelve (36012) days months prior to the end expiration of the then-current Terminitial Lease Term as to the first Renewal Option and at least twelve (12) months prior to the expiration of the first Renewal Term as to the second Renewal Option. Each Renewal Option shall be exercised by Tenant, Tenant delivers to Landlord Notice that it desires to exercise its right to extend this Master Lease if at all, for a minimum of one (1) Renewal Term full floor and a maximum of all the then entire Premises (a herein, the “Renewal NoticePremises”); provided that (i) if the Premises consists of one or more full floors plus one or more partial floors, Tenant must renew for at least one (1) full floor in order to renew for any partial floors, and (ii) no Event any portion of Default shall have occurred and be continuing on the date Landlord receives Premises for which the Renewal Notice Option is not exercised must be in a leaseable configuration and suitable for normal renting purposes in conformity with all applicable building and safety codes. Tenant shall designate the size and location of the Renewal Premises, within the foregoing parameters, in its Renewal Notice, and Tenant’s failure to do so shall be deemed exercise of the Renewal Option as to the entire Premises then leased to Tenant. If any physical separation or separation of any of the life-safety, mechanical, electrical, plumbing, heating, ventilating and air conditioning systems of the Building (collectively, the “Renewal Exercise DateBuilding Systems”) and no Event is required in order to separately demise the Renewal Premises from the remainder of Default the Premises for any nonpayment which the Renewal Option was not exercised, Tenant shall be responsible for the cost of such demising.
2.2.2 The Base Rent payable hereunder for the Premises during each Renewal Term shall have occurred and be continuing on adjusted to the first day then-prevailing Fair Market Rental Rate (as defined in Section 2.3).
(a) Landlord shall give Tenant written notice of Landlord’s determination of the Fair Market Rental Rate for the applicable Renewal Term. During any such Renewal Term, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain in full force and effect. Each Renewal Term shall commence on the expiration date of the current Term (as previously extended) and shall end on the date immediately preceding the fifth (5th) anniversary thereof. For the avoidance of doubt, no Renewal Notice shall be effective and no Renewal Term shall commence in the event Landlord exercises any right to terminate this Master Lease by reason of any Event of Default which has occurred and is continuing after the Renewal Exercise Date.
(b) [Intentionally Omitted]
(c) Tenant may not exercise its option with respect to any Renewal Term unless it has validly exercised its option as to all immediately preceding Renewal Terms.
(d) Notwithstanding the foregoing, in the event the Base Rent for any Renewal Term is subject to the determination of Fair Market Rent, Tenant shall have the right to irrevocably revoke any Renewal Notice by Notice to Landlord (“Renewal Revocation NoticeLandlord’s Statement”) given not less than the later of (x) within thirty (30) days after Landlord’s receipt of the Fair Market Rent Renewal Notice; provided, however, that Landlord shall not be obligated to deliver Landlord’s Statement earlier than twelve (if applicable12) has been determined for the Demised Premises and (y) two hundred seventy (270) days months prior to the commencement of the then applicable Renewal Term, if Tenant does not wish to renew this Master Lease after the determination of Fair Market Rent for such Renewal Term pursuant to Article XXVI, and in such event, the Master Lease shall terminate on the last day expiration of the then-current Term Lease Term. Within fifteen (15) business days after Tenant’s receipt of Landlord’s Statement (“Tenant’s Review Period”), Tenant shall give Landlord written notice of its election to either (a) accept the Fair Market Rental Rate set forth in Landlord’s Statement or (b) reject Landlord’s Statement and request that the Fair Market Rental Rate be determined by arbitration pursuant to Section 2.2.2(b); provided, however, that prior to submitting the matter to arbitration as herein provided, the parties shall first attempt in good faith to resolve their differences in the determination of the Fair Market Rental Rate for a period of thirty (30) days following Landlord’s receipt of Tenant’s notice of its rejection of Landlord’s Statement. If Tenant fails to give Landlord notice of its acceptance or rejection of Landlord’s Statement by the expiration of Tenant’s Review Period, then such failure shall be deemed to be Tenant’s rejection of the Fair Market Rental Rate set forth in Landlord’s Statement.
(b) If Tenant gives Landlord notice that it elects arbitration of the Fair Market Rental Rate and Landlord and Tenant have not been able to agree upon the Fair Market Rental Rate within the time period provided in Section 1.6.1(c) or 2.2.2(a), as applicable, Landlord and Tenant shall, within the time period provided in Section 1.6.1(c) or 2.2.2(a), as applicable, each simultaneously submit to the other in writing its good faith estimate of the Fair Market Rental Rate (“Good Faith Estimate”). If the higher of said estimates is not more than one hundred and three percent (103%) of the lower of such estimates, the Fair Market Rental Rate in question shall be deemed to be the average of the submitted rates. If otherwise, then the rate shall be set by arbitration to be held in Santa Monica, California in accordance with the Real Estate Valuation Arbitration Rules of the American Arbitration Association, except that the arbitration shall be conducted by a single arbitrator selected as follows. Within five (5) business days after the simultaneous submittal by Landlord and Tenant of their respective Good Faith Estimates, each shall designate a recognized and independent real estate expert or broker who shall have at least ten (10) years experience in the valuation of rental properties similar to and in the vicinity of the Project. The two individuals so designated shall, within ten (10) business days after the last of them is designated, appoint a third independent expert or broker possessing the aforesaid qualifications to be the single arbitrator, and if they are unable to do so, then the selection shall be made by an arbitrator selected at random by the American Arbitration Association under the Commercial Rules of Arbitration (which arbitrator shall be a real estate lawyer practicing in the greater Los Angeles area with at least ten (10) years of experience in the field of office leasing). The third arbitrator so selected shall, alone, pick one of the two Good Faith Estimates, being the Good Faith Estimate that is closer to the Fair Market Rental Rate as determined by the arbitrator using the definition set forth in Section 2.3. The parties agree to be bound by the decision of the arbitrator, which shall be final and non-appealable, and shall share equally the costs of arbitration, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
2.2.3 During each Renewal Term, Tenant shall pay Additional Rent in accordance with the provisions of Article 4, but the Base Year (as defined below) for the Renewal Term shall be determined as part of the determination of the Fair Market Rental Rate.
2.2.4 The Renewal Options set forth in this Section 2.2 are personal to Original Tenant and may not have be assigned, transferred or conveyed to any further party, except in connection with an assignment of this Lease in its entirety to (i) a Related Transferee or (ii) a Transferee that is an assignee of all of Tenant’s rights under this Lease that is consented to by Landlord, as provided in Article 14 below, and may be exercised only if Original Tenant and/or such Related Transferee or approved assignee is in possession of renewal with respect thereto at least one (1) full floor of the Building without sublease or with respect assignment to any other Renewal Termsperson or entity.
Appears in 1 contract
Renewal Terms. (a) The Initial Term of this Master Lease may be extended at the option of Tenant for an aggregate of four (4) consecutive renewal terms (“Renewal Terms”) of five (5) years each (except the fourth (4th) renewal term shall be for four (4) years) with respect to all but not less than all of the Demised Premises which are then subject to this Master Lease, if: (i) at least three hundred sixty (360) days prior to the end of the then-current Term, Tenant delivers to Landlord Notice Provided that it desires to exercise its right to extend this Master Lease for one (1) Renewal Term (a “Renewal Notice”); and (ii) no material Team Event of Default shall have occurred and be continuing on under this Agreement, the date Landlord receives Team shall have the right to extend the term of this Agreement for up to four (4) consecutive renewal periods of five (5) years each (if exercised, each five (5) year period being referred to as a “Renewal Notice Term,” and the Initial Term and all Renewal Terms referred to together as the “Term”). To extend the term of this Agreement for a Renewal Term, the Team must give written notice to the Authority not later than one (1) year prior to the expiration of the Initial Term or the current Renewal Term, as the case may be (the “Renewal Exercise DateDate(s)”) and no Event of Default for any nonpayment of Rent ). This Agreement shall have occurred and be continuing on the first day of the applicable Renewal Term. During any such Renewal Term, except as otherwise specifically provided for herein, renewed subject to all of the terms and conditions of this Master Lease shall remain contained herein as in full force and effect. Each Renewal Term shall commence effect on the expiration date of the current Term (as previously extended) and shall end on the date immediately preceding the fifth (5th) anniversary thereofRenewal Date. For the avoidance of doubt, no Renewal Notice shall be effective and no Renewal Term shall commence in the event Landlord exercises any right to terminate this Master Lease by reason of any Event of Default which has occurred and is continuing after the Renewal Exercise Date.
(b) [Intentionally Omitted]
(c) Tenant may not exercise its option with With respect to any potential sources of funding from the State or any of its political subdivisions for a Renewal Term unless it has validly exercised its option as to all immediately preceding Renewal Terms.
(d) Notwithstanding for the foregoingCapital Projects Fund and Operating Expenses which are not presently provided for by the Act or other Applicable Law, the Authority will make good faith efforts, in coordination with the event Team, to identify and advocate for such funding sources at least five (5) years prior to the Base Rent expiration of the Initial Term or any applicable Renewal Term. If the Team fails to properly provide such renewal notice on or before a Renewal Date, or if the Parties are unable to secure adequate sources of funding from one or more Governmental Authorities for such Renewal Term prior to the expiration of the Initial Term or a Renewal Term, as the case may be, this Agreement shall expire, absolutely and without the need for notice from either Party to the other and thereafter the Team shall have no obligation to play any Team Game in the Stadium. The Authority acknowledges and agrees that, if adequate funding sources from the State or any of its political subdivisions for the Capital Projects Fund and Operating Expenses are not committed, by Applicable Law or otherwise, for any Renewal Term is subject to the determination of Fair Market Rent, Tenant shall have the right to irrevocably revoke any Renewal Notice by Notice to Landlord at least three (“Renewal Revocation Notice”3) given not less than the later of (x) thirty (30) days after the Fair Market Rent (if applicable) has been determined for the Demised Premises and (y) two hundred seventy (270) days years prior to the commencement expiration of the then applicable Initial Term or any current Renewal Term, if Tenant does not wish as the case may be, it will be reasonable, appropriate and commercially prudent for the Team to renew this Master Lease after (i) explore options with third Persons regarding a new or different facility in which to play Team Games following expiration of the determination of Fair Market Rent for such Initial Term or any Renewal Term pursuant to Article XXVITerm, as the case may be, and in (ii) enter into such eventagreements, contracts and understandings with such third Persons as are mutually acceptable to the Master Lease shall terminate on the last day of the then-current Term Team and Tenant shall not have any further rights of renewal with respect thereto or with respect to any other Renewal Termssuch third Persons.
Appears in 1 contract
Samples: Stadium Use Agreement
Renewal Terms. (a) The Initial Term of this Master Lease may be extended at the option of Tenant for an aggregate of four (4) consecutive renewal terms (“Renewal Terms”) of five (5) years each (except the fourth (4th) renewal term shall be for four (4) years) with respect to all but not less than all of the Demised Premises which are then subject to this Master Lease, if: Provided (i) at least three hundred sixty (360) days prior to the end of the then-current Term, Tenant delivers to Landlord Notice that it desires to exercise its right to extend this Master Lease for one (1) Renewal Term (a “Renewal Notice”); and (ii) no Event of Default shall have occurred and be continuing on hereunder or under the date Landlord receives Other Leases and (ii) the Renewal Notice (tenant under each of the “Renewal Exercise Date”) and no Event of Default for any nonpayment of Rent Other Leases shall have occurred and be continuing on exercised its respective renewal option under the first day applicable Other Lease to the extent the same is available, Tenant shall have the right to renew this Lease (as to all, but not less than all, the Leased Property subject to this Lease at such time) for two (2) successive five (5) year terms ("Extended Terms") upon giving written notice to Landlord of each such renewal at least eighteen (18) months prior to the termination of the applicable Renewal then current Term. During any each such Renewal Extended Term, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain continue in full force and effect. Each Renewal , except that the Minimum Rent for and during each Extended Term shall commence on be the expiration date greater of (i) the then current Term fair market rental (as previously extended"Fair Market Rental"), which unless otherwise mutually agreed to by Landlord and Tenant shall be determined by the appraisal procedure set forth in Article XXIV and (ii) and shall end on the date Minimum Rent for the Lease Year immediately preceding the fifth Extended Term plus five percent (5th) anniversary thereof5%). For the avoidance of doubt, no Renewal Notice shall be effective and no Renewal Term shall commence in the event Landlord exercises any right Tenant's failure to terminate this Master Lease by reason of any Event of Default which has occurred and is continuing after the Renewal Exercise Date.
(b) [Intentionally Omitted]
(c) Tenant may not exercise its option with respect to any Renewal Term unless it has validly exercised its renewal option as to all immediately preceding Renewal Terms.
(d) Notwithstanding the foregoing, first Extended Term shall result in the event the Base Rent for any Renewal Term is subject loss of its renewal option as to the determination second Extended Term. As used herein, the term "Other Leases" shall refer to, collectively, (i) that certain Master Lease Agreement, dated as of Fair Market RentFebruary 28, Tenant shall have the right to irrevocably revoke any Renewal Notice by Notice to Landlord 1999, between Americold Corporation, as landlord, and AmeriCold Logistics, LLC, as tenant, as amended, (“Renewal Revocation Notice”ii) given not less than the later that certain Master Lease Agreement, dated as of (x) thirty (30) days after the Fair Market Rent (if applicable) has been determined for the Demised Premises April 22, 1998, between URS Real Estate, L.P., as landlord, and URS Logistics, Inc., as tenant, as amended, and (yiii) two hundred seventy (270) days prior to the commencement of the then applicable Renewal Term, if Tenant does not wish to renew this such other Master Lease after the determination of Fair Market Rent for such Renewal Term pursuant Agreements as may be entered into from time to Article XXVI, and in such event, the Master Lease shall terminate on the last day of the then-current Term time between Landlord or its Affiliates and Tenant shall not have any further rights or its Affiliates."
Section 3. The definition of renewal with respect thereto or with respect "Pre-Approved Party" is hereby amended and restated in its entirety to any other Renewal Terms.read as follows:
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Renewal Terms. (a) The Initial Term term of this CLEC Master Lease may be extended at the option of Tenant for an aggregate of four (4) consecutive renewal terms (separate “Renewal Terms”) ” of five (5) years each (except the fourth (4th) renewal term shall be for four (4) years) with respect to all but not less than all (or such lesser portion of the Demised Premises which CLEC Facilities as provided below) of the CLEC Facilities that are then subject to this the CLEC Master Lease, if: Lease as of the last day of the then current Term at a Rent being equal to the Renewal Rent if (ia) at least three hundred sixty twenty four (36024) days months prior to the end of the then-then current TermTerm (a “Renewal Election Outside Date”), Tenant delivers to Landlord Notice a “Renewal Notice” stating that it desires to exercise exercises its right to extend this CLEC Master Lease for one (1) Renewal Term (a “Renewal Notice”); and (iib) no Event of Default shall have occurred and be continuing on the date Landlord receives Renewal Election Outside Date. If, Tenant elects to renew the CLEC Master Lease for less than all of the CLEC Facilities, then Tenant must specify in the Renewal Notice which CLEC Facilities it elects not to renew (each a “Non-Renewal Leased Property” and collectively, the “Non-Renewal Leased Properties”). Any CLEC Facilities not specified in the Renewal Notice as Non-Renewal Leased Properties shall be deemed to be part of the Leased Property that has been extended for the one (1) Renewal Term (each a “Renewal Leased Property” and collectively, the “Renewal Exercise DateLeased Properties”) and no Event of Default for any nonpayment of Rent shall have occurred and be continuing on the first day of the applicable Renewal Term). During any such Renewal Term, except as otherwise specifically provided for herein, all of the terms and conditions of this CLEC Master Lease shall remain in full force and effect. Each , except that the Non-Renewal Term shall commence on the expiration date of the current Term (as previously extended) and shall end on the date immediately preceding the fifth (5th) anniversary thereof. For the avoidance of doubt, no Renewal Notice Leased Properties shall be effective and no Renewal Term shall commence in excluded from the event Landlord exercises any right to terminate this Master Lease by reason definition of any Event of Default which has occurred and is continuing after the Renewal Exercise Date.
(b) [Intentionally Omitted]
(c) Tenant may not exercise its option with respect to any Renewal Term unless it has validly exercised its option as to all immediately preceding Renewal Terms.
(d) Notwithstanding the foregoing, in the event the Base Rent for any Renewal Term is subject to the determination of Fair Market Rent, Tenant shall have the right to irrevocably revoke any Renewal Notice by Notice to Landlord (“Renewal Revocation Notice”) given not less than the later of (x) thirty (30) days after the Fair Market Rent (if applicable) has been determined Leased Property” for the Demised Premises and (y) two hundred seventy (270) days prior to the commencement of the then applicable Renewal Term, if and Tenant shall have no further renewal rights with respect to the Non-Renewal Leased Properties. If Tenant does not wish to renew this Master Lease after timely send the determination of Fair Market Rent for such applicable Renewal Term Notice pursuant to Article XXVIthe provisions of this Section 1.4, and in such event, the Master Lease shall terminate on the last day of the then-current Term and Tenant shall not be deemed to have any further irrevocably waived its renewal rights of renewal with respect thereto or with respect to any other for all subsequent Renewal Terms.
Appears in 1 contract
Samples: Clec Master Lease (Uniti Group Inc.)
Renewal Terms. (a) The Initial Term term of this Master Lease may be extended at the option of Tenant for an aggregate of four (4) consecutive renewal terms (separate “Renewal Terms”) ” of five (5) years each (except the fourth (4th) renewal term shall be for four (4) years) with respect to all but not less than all of the Demised Premises which are then subject to this Master Lease, if: (ia) at least three hundred sixty twelve (36012), but not more than eighteen (18) days months prior to the end of the then-then current Term, Tenant Xxxxxx delivers to Landlord Notice a “Renewal Notice” that it desires to exercise its right to extend this Master Lease for one (1) Renewal Term (a “Renewal Notice”)Term; and (iib) no Event of Default shall have occurred and be continuing on the date Landlord receives the Renewal Notice (the “Renewal Exercise Date”) and no Event of Default for any nonpayment of Rent shall have occurred and be continuing or on the first last day of the applicable Renewal then current Term. During any such Renewal Term, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain in full force and effect. Each Tenant may exercise such options to renew with respect to all (and no fewer than all) of the Facilities which are subject to this Master Lease as of the Exercise Date; provided, however, that the exercise of each Renewal Term shall commence on the expiration date of the current Term (as previously extended) and shall end on the date immediately preceding the fifth (5th) anniversary thereof. For the avoidance of doubt, no Renewal Notice shall be effective and no Renewal Term shall commence in the event Landlord exercises any right to terminate this Master Lease by reason of any Event of Default which has occurred and is continuing after the Renewal Exercise Date.
(b) [Intentionally Omitted]
(c) Tenant may not exercise its option applicable with respect to each Barge-Based Facility only if an Expert has confirmed prior to the applicable Exercise Date (but no more than 180 days prior thereto) that exercising such Renewal Term with respect to such Barge-Based Facility would not cause the aggregate Term to exceed eighty percent (80%) of the useful life of such Barge-Based Facility as measured from the Commencement Date or the estimated residual fair market value of such Barge-Based Facility at the end of the applicable Renewal Term to be less than 20% of the fair market value of such Barge-Based Facility as of the Commencement Date without regard to inflation or deflation. If exercising any Renewal Term unless it has validly exercised its option as would cause the aggregate Term to all immediately preceding Renewal Terms.
exceed eighty percent (d80%) Notwithstanding of any Barge-Based Facility’s estimated useful life, then (i) the foregoing, in remainder of the event Leased Property (other than any Barge-Based Facility for which the Base Rent for any aggregate Term would exceed eighty percent (80%) of such Barge-Based Facility’s estimated useful life or the estimated residual fair market value of such Barge-Based Facility at the end of the applicable Renewal Term is subject to the determination of Fair Market Rent, Tenant shall have the right to irrevocably revoke any Renewal Notice by Notice to Landlord (“Renewal Revocation Notice”) given not be less than 20% of the later fair market value of (xsuch Barge-Based Facility as of the Commencement Date without regard to inflation or deflation) thirty (30) days after the Fair Market Rent (if applicable) has been determined shall continue to be demised hereunder for the Demised Premises and (y) two hundred seventy (270) days prior to the commencement of the then entire applicable Renewal Term, if Tenant does not wish to renew this Master Lease after the determination of Fair Market Rent for and (ii) each such Barge-Based Facility shall be included in such Renewal Term pursuant to Article XXVI, only for the period of time that is within (and in such event, the Master Lease shall terminate on the last day does not exceed) eighty percent (80%) of the thenestimated useful life of such Barge-current Based Facility and the estimated residual Fair Market Value of such Barge-Based Facility at the end of the applicable Renewal Term shall be not less than 20% of the fair market value of such Barge-Based Facility as of the Commencement Date without regard to inflation or deflation and shall thereafter not be a part of the Leased Property hereunder and the Base Rent due hereunder shall thereafter be reduced to account for the period of time each such Barge-Based Facility is not part of the Leased Property by an amount determined in accordance with the formula set forth in Section 14.6 hereof and such Barge-Based Facility and the Tenant’s Property related thereto shall be sold at fair market value, with Landlord entitled to the value of the Leased Property relating to such Barge-Based Facility and Tenant shall not have any further rights entitled to the value of renewal with respect thereto or with respect the Tenant’s Property relating to any other Renewal Termssuch Barge-Based Facility.
Appears in 1 contract
Renewal Terms. (a) The Initial Term Subject to the further provisions of this Master Lease may be extended at Section, Tenant shall have the option of Tenant (the "Renewal Option") to renew this Lease for an aggregate of four two (42) consecutive renewal terms (“Renewal Terms”) additional successive periods of five (5) years each (except each a "Renewal Term"), commencing on the fourth day immediately following the last day of the Initial Term, or First Renewal Term, as the case maybe.
(4tha) renewal term shall be for four (4) years) with respect Tenant, at its option, may exercise the applicable Renewal Option by giving written notice thereof to all but Landlord not less than all twelve (12) months prior to the last day of the Demised Premises which are then subject to Term provided in Section 2.1 of the Lease or First Renewal Term, as the case may be. Tenant's notice of its exercise of a Renewal Option is a "Renewal Notice")".
(b) All terms and conditions of this Master LeaseLease shall apply during the Renewal Term, ifexcept that: (i) at least three hundred sixty (360) days prior Landlord shall not provide any allowances nor be required to effect any improvements to the end of the then-current Term, Tenant delivers to Landlord Notice that it desires to exercise its right to extend this Master Lease for one Premises (1) Renewal Term (a “Renewal Notice”other than Landlord's repair and maintenance obligations hereof); and (ii) no Event the Basic Rental for each years of Default shall have occurred and be continuing on the date Landlord receives the Renewal Notice (the “Renewal Exercise Date”) and no Event of Default for any nonpayment of Rent shall have occurred and be continuing on the first day of the applicable Renewal Term. During any such Renewal Term, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain in full force and effect. Each Renewal Term shall commence be based on the expiration date of the current Term (as previously extended) and shall end on the date immediately preceding the fifth (5th) anniversary thereof. For the avoidance of doubt, no amounts set forth in Section 3.1 for such Renewal Notice shall be effective and no Renewal Term shall commence in the event Landlord exercises any right to terminate this Master Lease by reason of any Event of Default which has occurred and is continuing after the Renewal Exercise DateTerm.
(b) [Intentionally Omitted]
(c) If at the time when Landlord receives a Renewal Notice or on the date of the commencement of a Renewal Term, Tenant may not exercise its option shall be in material or monetary default under this Lease (after the expiration of the applicable notice and cure period), Landlord shall have the right, by giving written notice thereof to Tenant, to cancel the applicable Renewal Option with respect to such Renewal Term and any exercise of such Renewal Option by Tenant. In the event of such cancellation, Tenant shall have no right, and Landlord shall have no obligation, to renew this lease pursuant to any Renewal Option, and the Lease shall terminate at the end of the initial Term unless it has validly exercised its option or the First Renewal Term, as to all immediately preceding Renewal Termsthe case maybe.
(d) Notwithstanding If Tenant fails to exercise a Renewal Option within the foregoingtime required, such failure shall automatically cancel such and any Renewal Option, and Tenant shall have no right, and Landlord shall have no obligation, to renew this Lease pursuant to such and any Renewal Option. If Tenant assigns or transfers any portion of its interest in this lease [other than a Corporate Transfer (as hereinafter defined)] or sublets more than 25% of the Premises, then notwithstanding anything contained herein to the contrary, such assignment, transfer or sublease shall automatically cancel any Renewal Option which has not then been exercised and automatically cancel any previous exercise of any Renewal Option unless the subject Renewal Term has already then commenced. In the event the Base Rent for of any Renewal Term is subject to the determination of Fair Market Rentsuch cancellation, Tenant shall have the right to irrevocably revoke any Renewal Notice by Notice to Landlord (“Renewal Revocation Notice”) given not less than the later of (x) thirty (30) days after the Fair Market Rent (if applicable) has been determined for the Demised Premises and (y) two hundred seventy (270) days prior to the commencement of the then applicable Renewal Term, if Tenant does not wish to renew this Master Lease after the determination of Fair Market Rent for such Renewal Term pursuant to Article XXVI, and in such event, the Master Lease shall terminate on the last day of the then-current Term and Tenant shall not have any no further rights of renewal with respect thereto or with respect to any other Renewal Termsunder this Section.
Appears in 1 contract
Samples: Lease Agreement (Privatebancorp Inc)
Renewal Terms. (a) The Initial Term term of this Master Lease may be extended at the option of Tenant for an aggregate of four three (43) consecutive renewal terms (separate “Renewal Terms”) ” of five (5) years each (except the fourth (4th) renewal term shall be for four (4) years) with respect to all but not less than all of the Demised Premises which are then subject to this Master Leaseeach, if: (ia) at least three hundred sixty twelve (36012), but not more than eighteen (18) days months prior to the end of the then-then current Term, Tenant delivers to Landlord Notice a “Renewal Notice” that it desires to exercise its right to extend this Master Lease for one (1) Renewal Term Term; (a “Renewal Notice”); and (iib) no Event of Default shall have occurred and be continuing on the date Landlord receives the Renewal Notice (the “Renewal Exercise Date”) and no Event of Default for any nonpayment of Rent shall have occurred and be continuing or on the first last day of the applicable Renewal then current Term; and (c) all other requirements set forth in this Section 1.4 have been complied with (including, but not limited to, the requirement that the Term of this Master Lease remain at all times co-terminus with the term of the Sister Master Lease). During any such Renewal Term, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain in full force and effect. Each Tenant may exercise such options to renew with respect to all (and no fewer than all) of the Facilities which are subject to this Master Lease as of the Exercise Date; provided, however, that the exercise of each Renewal Term shall commence on be applicable with respect to each Barge-Based Facility only if an Expert has confirmed prior to the expiration date applicable Exercise Date (but no more than 180 days prior thereto) that exercising such Renewal Term with respect to such Barge-Based Facility would not cause the aggregate Term to exceed eighty percent (80%) of the current useful life of such Barge-Based Facility as measured from the Commencement Date or the estimated residual fair market value of such Barge-Based Facility at the end of the applicable Renewal Term to be less than 20% of the fair market value of such Barge-Based Facility as of the Commencement Date without regard to inflation or deflation. If exercising any Renewal Term would cause the aggregate Term to exceed eighty percent (80%) of any Barge-Based Facility’s estimated useful life, then (i) the remainder of the Leased Property (other than any Barge-Based Facility for which the aggregate Term would exceed eighty percent (80%) of such Barge-Based Facility’s estimated useful life or the estimated residual fair market value of such Barge-Based Facility at the end of the applicable Renewal Term to be less than twenty percent (20%) of the fair market value of such Barge-Based Facility as previously extendedof the Commencement Date without regard to inflation or deflation) shall continue to be demised hereunder for the entire applicable Renewal Term, and shall end on the date immediately preceding the fifth (5thii) anniversary thereof. For the avoidance of doubt, no Renewal Notice each such Barge-Based Facility shall be effective included in such Renewal Term only for the period of time that is within (and no does not exceed) eighty percent (80%) of the estimated useful life of such Barge-Based Facility and the estimated residual fair market value of such Barge-Based Facility at the end of the applicable Renewal Term shall commence be not less than twenty percent (20%) of the fair market value of such Barge- Based Facility as of the Commencement Date without regard to inflation or deflation and shall thereafter not be a part of the Leased Property hereunder and the Base Rent due hereunder shall thereafter be reduced to account for the period of time each such Barge-Based Facility is not part of the Leased Property by an amount determined in accordance with the event formula set forth in Section 14.6 hereof and such Barge-Based Facility and the Tenant’s Property related thereto shall be sold at fair market value, with Landlord exercises any right entitled to terminate the value of the Leased Property relating to such Barge-Based Facility and Tenant entitled to the value of the Tenant’s Property relating to such Barge-Based Facility. Notwithstanding anything contained herein to the contrary, Landlord and Tenant hereby acknowledge and agree that the Term of this Master Lease by reason shall at all times be co-terminus with the term of any Event of Default which has occurred and is continuing after the Renewal Exercise Date.
(b) [Intentionally Omitted]
(c) Tenant may not exercise its option with respect to any Renewal Term unless it has validly exercised its option as to all immediately preceding Renewal Terms.
(d) Notwithstanding the foregoingSister Master Lease. As a result thereof, in the event (1) Tenant elects to extend the Base Rent Term of this Master Lease for any one or more Renewal Term is subject Terms, Penn Tenant shall be required to exercise its options to renew the determination term of Fair Market Rentthe Sister Master Lease, and (2) Penn Tenant elects to extend the term of the Sister Master Lease, Tenant shall have the right be required to irrevocably revoke any Renewal Notice by Notice to Landlord (“Renewal Revocation Notice”) given not less than the later of (x) thirty (30) days after the Fair Market Rent (if applicable) has been determined for the Demised Premises and (y) two hundred seventy (270) days prior to the commencement of the then applicable Renewal Term, if Tenant does not wish exercise its options to renew the Term under the Master Lease so that the Term under this Master Lease after at all times remains co-terminus under the determination of Fair Market Rent Sister Master Lease. In the event Penn Tenant delivers a Renewal Notice (as defined in the Sister Master Lease) for such a Renewal Term pursuant to Article XXVI, and (as defined in such event, the Sister Master Lease shall terminate on Xxxxx) in accordance with the last day of the then-current Term Sister Master Xxxxx and Tenant fails to timely deliver a Renewal Notice hereunder, Tenant shall not automatically be deemed to have any further rights of renewal with respect thereto or with respect to any other delivered a Renewal TermsNotice under this Section 1.4.
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Renewal Terms. (a) The Initial Term 19.1.1 Provided that no Event of this Master Lease may be extended Default has occurred and is continuing, either at the option date of exercise or upon the commencement of an Extended Term (as hereunder defined), then Tenant shall have the right to renew this Lease with respect to the Premises of all (but not less than all) of the Premises for an aggregate of four two (42) consecutive renewal terms (“Renewal Terms”) of five (5) years year renewal terms (each an “Extended Term”). Tenant shall exercise its renewal options in this Section if at all, by (except the fourth a) giving written notice to Landlord of such renewal (4th“Tenant’s Exercise Notice”) renewal term shall be for four (4) years) with respect to all but not less than all of the Demised Premises which are then subject to this Master Lease, if: nine (i9) at least three hundred sixty months and not more than twelve (36012) days months prior to the end expiration of the then-then applicable current Term, Tenant delivers to Landlord Notice that it desires to exercise its right to extend this Master Lease for one (1) Renewal Term (a “Renewal Notice”); and (iib) no Event of Default shall have occurred and be continuing on the date delivering to Landlord receives the Renewal Notice (the “Renewal Exercise Date”) and no Event of Default for any nonpayment of Rent shall have occurred and be continuing on the first day concurrent with such notice a reaffirmation of the Guaranty executed by Guarantor stating, in substance, that Guarantor’s obligations under the Guaranty shall extend to this Lease, as extended by the applicable Renewal Extended Term. During The failure to give any such Renewal notice in a timely manner shall result in a forfeiture of such renewal options. During each Extended Term, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain continue in full force and effect. Each Renewal Term .
19.1.2 Landlord shall commence on the expiration date notify Tenant of the current Term (as previously extended) and shall end on the date immediately preceding the fifth (5th) anniversary thereof. For the avoidance of doubt, no Renewal Notice shall be effective and no Renewal Term shall commence in the event Landlord exercises any right to terminate this Master Lease by reason of any Event of Default which has occurred and is continuing after the Renewal Exercise Date.
(b) [Intentionally Omitted]
(c) Tenant may not exercise its option with respect to any Renewal Term unless it has validly exercised its option as to all immediately preceding Renewal Terms.
(d) Notwithstanding the foregoing, in the event the Base proposed Fair Market Rent for any Renewal Term is subject to the determination Premises within thirty (30) days of receipt of Tenant’s Exercise Notice. “Fair Market Rent” shall be the anticipated rate in effect for the Premises as of the commencement of the renewal term, based upon the rents generally in effect for new leases of space in the area in which the Premises are located of equivalent quality, size, utility and location, with the length of the extended term and the credit standing of Tenant to be taken into account. In no event shall the Fair Market Rent be less than the Minimum Rent set forth herein. Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, free rent or the like) or other tenant inducements. If Tenant does not accept the rate set forth in Landlord’s notice, Tenant shall have the right to irrevocably revoke any Renewal Notice by Notice right, upon notice sent to Landlord within fifteen (“Renewal Revocation Notice”) given not less than the later of (x) thirty (3015) days after of receipt of Landlord’s notice containing the proposed Fair Market Rent, either to (a) revoke its exercise of the renewal option, in which event this Lease shall expire at the expiration of the then current term; or (b) require that Fair Market Rent be determined by an appraisal. If Tenant does not so notify Landlord, Tenant shall be deemed to have accepted the Fair Market Rent set forth in Landlord’s notice. In the event Tenant elects (if applicable) has been determined for the Demised Premises and (y) two hundred seventy (270) days prior to the commencement of the then applicable Renewal Termb), if Tenant does not wish to renew this Master Lease after the determination of Fair Market Rent for such Renewal Term pursuant to Article XXVI, and in such eventabove, the Master Lease following shall terminate on the last day of the then-current Term and Tenant shall not have any further rights of renewal with respect thereto or with respect to any other Renewal Terms.apply:
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Renewal Terms. (a) The Initial Term term of this Master Lease may be extended at the option of Tenant for an aggregate of four three (43) consecutive renewal terms (separate “Renewal Terms”) ” of five (5) years each (except the fourth (4th) renewal term shall be for four (4) years) with respect to all but not less than all of the Demised Premises which are then subject to this Master Lease, if: (ia) at least three hundred sixty twelve (36012), but not more than eighteen (18) days months prior to the end of the then-then current Term, Tenant delivers to Landlord Notice a “Renewal Notice” that it desires to exercise its right to extend this Master Lease for one (1) Renewal Term (a “Renewal Notice”)Term; and (iib) no Event of Default shall have occurred and be continuing on the date Landlord receives the Renewal Notice (the “Renewal Exercise Date”) and no Event of Default for any nonpayment of Rent shall have occurred and be continuing or on the first last day of the applicable Renewal then current Term. During any such Renewal Term, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain in full force and effect. Each Tenant may exercise such options to renew with respect to all (and no fewer than all) of the Facilities which are subject to this Master Lease as of the Exercise Date; provided, however, that the exercise of each Renewal Term shall commence on be applicable with respect to each Barge-Based Facility only if an Expert has confirmed prior to the expiration date applicable Exercise Date (but no more than 180 days prior thereto) that exercising such Renewal Term with respect to such Barge-Based Facility would not cause the aggregate Term to exceed eighty percent (80%) of the current useful life of such Barge-Based Facility as measured from the Commencement Date or the estimated residual fair market value of such Barge-Based Facility at the end of the applicable Renewal Term to be less than 20% of the fair market value of such Barge-Based Facility as of the Commencement Date without regard to inflation or deflation. If exercising any Renewal Term would cause the aggregate Term to exceed eighty percent (80%) of any Barge-Based Facility’s estimated useful life, then (i) the remainder of the Leased Property (other than any Barge-Based Facility for which the aggregate Term would exceed eighty percent (80%) of such Barge-Based Facility’s estimated useful life or the estimated residual fair market value of such Barge-Based Facility at the end of the applicable Renewal Term to be less than twenty percent (20%) of the fair market value of such Barge-Based Facility as previously extendedof the Commencement Date without regard to inflation or deflation) shall continue to be demised hereunder for the entire applicable Renewal Term, and shall end on the date immediately preceding the fifth (5thii) anniversary thereof. For the avoidance of doubt, no Renewal Notice each such Barge-Based Facility shall be effective included in such Renewal Term only for the period of time that is within (and no does not exceed) eighty percent (80%) of the estimated useful life of such Barge-Based Facility and the estimated residual fair market value of such Barge-Based Facility at the end of the applicable Renewal Term shall commence be not less than twenty percent (20%) of the fair market value of such Barge- Based Facility as of the Commencement Date without regard to inflation or deflation and shall thereafter not be a part of the Leased Property hereunder and the Base Rent due hereunder shall thereafter be reduced to account for the period of time each such Barge-Based Facility is not part of the Leased Property by an amount determined in accordance with the event formula set forth in Section 14.6 hereof and such Barge-Based Facility and the Tenant’s Property related thereto shall be sold at fair market value, with Landlord exercises any right entitled to terminate the value of the Leased Property relating to such Barge-Based Facility and Tenant entitled to the value of the Tenant’s Property relating to such Barge-Based Facility. Notwithstanding anything contained herein to the contrary, Landlord and Tenant hereby acknowledge and agree that the Term of this Master Lease by reason shall at all times be co-terminus with the term of any Event of Default which has occurred and is continuing after the Renewal Exercise Date.
(b) [Intentionally Omitted]
(c) Tenant may not exercise its option with respect to any Renewal Term unless it has validly exercised its option as to all immediately preceding Renewal Terms.
(d) Notwithstanding the foregoingSister Master Lease. As a result thereof, in the event (1) Tenant elects to extend the Base Rent Term of this Master Lease for any one or more Renewal Term is subject Terms, Tenant or its Affiliate, as applicable, shall be required to exercise its options to renew the determination term of Fair Market Rentthe Sister Master Lease, and (2) Tenant elects to extend the term of the Sister Master Lease, Tenant shall have the right be required to irrevocably revoke any Renewal Notice by Notice to Landlord (“Renewal Revocation Notice”) given not less than the later of (x) thirty (30) days after the Fair Market Rent (if applicable) has been determined for the Demised Premises and (y) two hundred seventy (270) days prior to the commencement of the then applicable Renewal Term, if Tenant does not wish exercise its options to renew the Term under the Master Lease so that the Term under this Master Lease after at all times remains co-terminus with the determination term of Fair Market Rent the Sister Master Lease. In the event Tenant or its Affiliate delivers a Renewal Notice (as defined in the Sister Master Lease) for such a Renewal Term pursuant to Article XXVI, and (as defined in such event, the Sister Master Lease shall terminate on Lease) in accordance with the last day terms of the then-current Term Sister Master Xxxxx and fails to timely deliver a Renewal Notice hereunder, Tenant shall not automatically be deemed to have any further rights of renewal with respect thereto or with respect to any other delivered a Renewal TermsNotice under this Section 1.4.
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Renewal Terms. SECTION 30.01. Lessee named herein, shall have the right, at its option, to extend this Lease for Two (a2) The Initial Term of this Master Lease may be extended at the option of Tenant for an aggregate of four (4) consecutive renewal terms (“each a "Renewal Terms”Term") of five Five (5) years each to commence on the Expiration Date originally provided for herein and to end at noon on the Fifth (except 5th) anniversary of such Expiration Date originally provided for herein and commencing on Fifth (5th) anniversary of Expiration Date originally provided for herein and to end at noon on the fourth Tenth (4th10th) renewal term anniversary of the Expiration Date originally provided for herein, respectively, by giving Lessor notice of such election at any time but not less than twelve (12) months prior to the Expiration Date and/or the Fifth (5th) anniversary of Expiration Date, as the case may be, originally provided for herein (time being of the essence with respect thereto), and upon the giving of such notice this Lease thereupon shall, subject to the provisions of Section 30.02, be automatically extended for each such Renewal Term with the same force and effect as if such Renewal Term had been originally included in the Term, without the execution of any further instrument.
SECTION 30.02. Any notice of election to exercise the option to extend as hereinbefore provided must be in writing and sent to Lessor as provided in Article 21. Neither the option granted to Lessee in this Article to extend the Term, nor the exercise of such option by Lessee, named herein shall be for four (4) years) prevent Lessor from exercising any option or right granted or reserved to Lessor in this Lease to terminate this Lease with respect to all but not less than all or a portion of the Demised Premises, and the effective exercise of any such right of termination by Lessor shall terminate any such renewal or extension and any right of Lessee to any such renewal or extension with respect to that portion of the Demised Premises which are then subject so terminated, whether or not Lessee shall have exercised any such option to extend the Term. Any such option or right on the part of Lessor to terminate this Master Lease, if: (i) at least three hundred sixty (360) days prior Lease pursuant to the end provisions hereof shall continue during any Renewal Term.
SECTION 30.03. All of the then-current Termterms, Tenant delivers to Landlord Notice that it desires to exercise its right to extend this Master Lease for one (1) Renewal Term (a “Renewal Notice”); and (ii) no Event of Default shall have occurred and be continuing on the date Landlord receives the Renewal Notice (the “Renewal Exercise Date”) and no Event of Default for any nonpayment of Rent shall have occurred and be continuing on the first day of the applicable Renewal Term. During any such Renewal Term, except as otherwise specifically provided for herein, all of the terms covenants and conditions of this Master Lease shall remain continue in full force and effect. Each effect during each such Renewal Term except that (i) the Fixed Rent for each such Renewal Term shall commence on the expiration date of the current Term be as provided in Section 30.04 (as previously extended) all other rent and shall end on the date immediately preceding the fifth (5th) anniversary thereof. For the avoidance of doubtcharges payable by Lessee remaining unaffected), no Renewal Notice shall be effective and no Renewal Term shall commence in the event Landlord exercises any right to terminate this Master Lease by reason of any Event of Default which has occurred and is continuing after the Renewal Exercise Date.
(b) [Intentionally Omitted]
(c) Tenant may not exercise its option with respect to any Renewal Term unless it has validly exercised its option as to all immediately preceding Renewal Terms.
(d) Notwithstanding there shall be no further privilege of extension of this Lease beyond the foregoing, in the event the Base Rent for any Renewal Term is subject to the determination of Fair Market Rent, Tenant shall have the right to irrevocably revoke any Renewal Notice by Notice to Landlord (“Renewal Revocation Notice”) given not less than the later of (x) thirty (30) days after the Fair Market Rent (if applicable) has been determined for the Demised Premises and (y) two hundred seventy (270) days prior to the commencement of the then applicable second Renewal Term, if Tenant does not wish to renew this Master Lease after the determination of Fair Market Rent for such Renewal Term pursuant to Article XXVI, and in such event, the Master Lease shall terminate on the last day of the then-current Term and Tenant shall not have any further rights of renewal with respect thereto or with respect to any other Renewal Terms.
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Renewal Terms. Upon the expiration of the Initial Tenn the Lessee shall have the right, exercisable in its sole option, to renew this Agreement for up to a total of three (a3) The Initial Term individual Renewal Te1ms of this Master Lease may be extended at the option of Tenant for an aggregate of four ten (4) consecutive renewal terms (“Renewal Terms”) of five (5I 0) years each at the rates listed on Exhibit B-1, as adjusted as provided herein. Each Renewal Term shall be upon the same terms, conditions and covenants as contained herein (except that the fourth (4th) renewal term total of Renewal terms under any scenario shall be for four (4) years) with respect three), and each year thereof shall be deemed a Lease Year. If the Lessee elects to all but exercise its option to renew this Agreement upon the expiration of the Initial Term or the then current Renewal Term, it shall furnish written notice of the exercise lo the District not less than all of the Demised Premises which are then subject to this Master Lease, if: one hundred eighty (i) at least three hundred sixty (360180) days prior to the end expiration of the then-Initial Term or the then current Renewal Term; provided, Tenant delivers however, that Lessee shall have no right to Landlord Notice renew or give notice of renewal of this Agreement if Lessee is then in default under this Agreement after notice of said default has been given and the same has not been cured during any applicable cure period. If all renewals have been exercised, then the District agrees that it desires to exercise its right to extend this Master Lease for one (1) Renewal Term (a “Renewal Notice”); and (ii) no Event of Default shall have occurred and be continuing on will negotiate with the date Landlord receives the Renewal Notice (the “Renewal Exercise Date”) and no Event of Default for any nonpayment of Rent shall have occurred and be continuing on the first day of the applicable Renewal Term. During any such Renewal Term, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain in full force and effect. Each Renewal Term shall commence on the expiration date of the current Term (as previously extended) and shall end on the date immediately preceding the fifth (5th) anniversary thereof. For the avoidance of doubt, no Renewal Notice shall be effective and no Renewal Term shall commence in the event Landlord exercises any right to terminate this Master Lease by reason of any Event of Default which has occurred and is continuing after the Renewal Exercise Date.
(b) [Intentionally Omitted]
(c) Tenant may not exercise its option Lessee with respect to the te1ms of an extension agreement, but is not obligated to enter into any Renewal Term unless it has validly exercised its option as to all immediately preceding Renewal Terms.
extension of this Agreement or a new agreement with Lessee, and agrees that any such negotiations shall be conducted exclusively with Lessee until one hundred eighty (d) Notwithstanding the foregoing, in the event the Base Rent for any Renewal Term is subject to the determination of Fair Market Rent, Tenant shall have the right to irrevocably revoke any Renewal Notice by Notice to Landlord (“Renewal Revocation Notice”) given not less than the later of (x) thirty (30) days after the Fair Market Rent (if applicable) has been determined for the Demised Premises and (y) two hundred seventy (270180) days prior to the commencement of the then applicable Renewal Term, if Tenant does not wish to renew this Master Lease after the determination of Fair Market Rent for such Renewal Term pursuant to Article XXVI, and in such event, the Master Lease shall terminate on the last day of the then-current Term and Tenant shall not have any further rights of renewal with respect thereto or with respect to any other Renewal Termstermination date.
Appears in 1 contract
Samples: Lease Agreement
Renewal Terms. The Lessee shall have the right to extend this Lease for a period of ___ years beyond the expiration of the Basic Term (a) The Initial Term the "Fixed Renewal Term"). At the end of the Fixed Renewal Term, the Lessee shall have the right to further extend this Master Lease may be extended at the option for any number of Tenant for an aggregate successive periods of four (4) consecutive renewal terms (“Renewal Terms”) of five (5) years each (except the fourth (4th) renewal term shall be for four (4) years) with respect to all but not less than all one year (each a "Subsequent Renewal Term"; the Fixed Renewal Term and each Subsequent Renewal Term, being hereinafter sometimes called a ("Renewal Term"). The Fixed Renewal Term will commence at the end of the Demised Premises which are Basic Term and a Subsequent Renewal Term will commence at the end of the Fixed Renewal Term or the preceding Subsequent Renewal Term, as the case may be. Such right to extend this Lease shall be exercised upon notice to the Lessor not less than 120 days before the expiration of the Basic Term or the preceding Renewal Term, as the case may be. Such notice shall be irrevocable except that in the event the Lessee gives such notice to the Lessor 180 or more days before the end of the Basic Term or the Renewal Term then subject in effect, as the case may be, the Lessee may revoke its election to extend this Master Lease, if: (i) at least three hundred sixty (360) Lease within 15 days following the determination of the Fair Market Rental Value of the Aircraft but in no event later than 90 days prior to the end of the then-current Basic Term or the preceding Renewal Term, Tenant delivers as the case may be. If the Lessee requests a determination of Fair Market Rental Value at least 180 days before the expiration of the Basic Term or a Renewal Term, as the case may be, the Lessor and the Lessee shall comply in a timely manner with their respective obligations under the definition of "Fair Market Rental Value" to Landlord Notice that it desires allow any appraisal of Fair Market Rental Value to be completed in sufficient time to permit the Lessee to exercise its the revocation right to extend this Master Lease for one (1) Renewal Term (a “Renewal Notice”); and (ii) provided above. If no Event of Specified Default shall have occurred and be continuing on the date Landlord receives the Renewal Notice (the “Renewal Exercise Date”) and no Event of Default for any nonpayment of Rent shall have occurred and be continuing such notice or on the first day date of the applicable Renewal Term. During commencement of any such Renewal Term, except then this Lease shall be extended for the additional period of such Renewal Term as otherwise specifically specified in such notice on the same conditions as provided for herein, all of . The Basic Rent payable per annum during the terms and conditions of this Master Lease shall remain in full force and effect. Each Fixed Renewal Term shall commence on be the expiration date lesser of (i) the then Fair Market Rental Value for the Aircraft and (ii) [__%] of the current Term (as previously extended) and shall end on average annual Basic Rent over the date immediately preceding the fifth (5th) anniversary thereofBasic Term. For the avoidance of doubt, no Renewal Notice shall be effective and no The rental payable per annum during any Subsequent Renewal Term shall commence in be the event Landlord exercises any right to terminate this Master Lease by reason of any Event of Default which has occurred and is continuing after then Fair Market Rental Value for the Renewal Exercise Date.
(b) [Intentionally Omitted]
(c) Tenant may not exercise its option with respect to any Aircraft. Such rental during each Renewal Term unless it has validly exercised its option as to all immediately preceding Renewal Terms.
(d) Notwithstanding shall be payable semi-annually in arrears. The Termination Value of the foregoing, in the event the Base Rent for any Aircraft during each Renewal Term is subject to shall be the determination lesser of Fair Market Rent, Tenant shall have the right to irrevocably revoke any Renewal Notice by Notice to Landlord (“Renewal Revocation Notice”) given not less than the later of (x) thirty (30) days after the Fair Market Rent (if applicable) has been determined for the Demised Premises and (y) two hundred seventy (270) days prior to Sales Value thereof at the commencement of the then applicable Renewal Term, if Tenant does not wish to renew this Master Lease after the determination of Fair Market Rent for such Renewal Term pursuant to Article XXVI, and in such event, the Master Lease shall terminate on the last day or ___% of the then-current Term and Tenant shall not have any further rights of renewal with respect thereto or with respect to any other Renewal TermsLessor's Cost.
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Renewal Terms. (a) The Initial Provided no uncured Event of Default exists at the time Tenant exercises its option to extend the Term through any Renewal Term, Tenant shall have the right and option to extend the Term of this Master Lease may be extended at the option of Tenant for an aggregate of four two (42) consecutive renewal terms (“Renewal Terms”) Terms of five (5) years each (except the fourth (4th) renewal term shall be each, conditioned upon Tenant exercising such option for four (4) years) with respect Renewal Terms by delivering written notice to all but Landlord not less than all of the Demised Premises which are then subject to this Master Lease, if: six (i6) at least three hundred sixty and not more than twelve (36012) days months prior to the end of the then-current preceding Term, Tenant delivers to time being of the essence. If for any reason Landlord Notice that it desires to does not timely receive such written notice of the exercise its right to extend this Master Lease for one (1) of such Renewal Terms, such Renewal Term (a “shall automatically terminate. The Tenant will exercise the Renewal Notice”); and (ii) no Event of Default shall have occurred and be continuing Terms on the date Landlord receives same terms and conditions as the Renewal Notice (the “Renewal Exercise Date”) and no Event of Default then previous term, except that Annual Basic Rental for any nonpayment of Rent shall have occurred and be continuing on the first day Renewal Term will be increased by two percent (2%) of the applicable Renewal TermAnnual Basic Rental in effect for the previous year. During any such Thereafter during each Renewal Term, except as otherwise specifically provided for herein, all the Annual Basic Rental shall increase by two percent (2%) of the terms and conditions of this Master Lease shall remain Annual Basic Rental in full force and effect. Each Renewal Term shall commence on the expiration date effect as of the current Term (as previously extended) and shall end on of the date immediately preceding the fifth (5th) anniversary thereofprevious year. For the avoidance of doubt, no Renewal Notice shall be effective and no Renewal Term shall commence in the event Landlord exercises any right to terminate this Master Lease by reason Upon receipt of any Event of Default which has occurred and is continuing after the Renewal Exercise Date.
request by Tenant delivered within sixty (b) [Intentionally Omitted]
(c) Tenant may not exercise its option with respect to any Renewal Term unless it has validly exercised its option as to all immediately preceding Renewal Terms.
(d) Notwithstanding the foregoing, in the event the Base Rent for any Renewal Term is subject to the determination of Fair Market Rent, Tenant shall have the right to irrevocably revoke any Renewal Notice by Notice to Landlord (“Renewal Revocation Notice”) given not less than the later of (x) thirty (30) days after the Fair Market Rent (if applicable) has been determined for the Demised Premises and (y) two hundred seventy (27060) days prior to the last date for exercise of Tenant’s option, Landlord shall provide to Tenant a written statement setting forth Landlord’s determination of the Annual Basic Rental. Upon commencement of the then applicable Renewal Term, if Tenant does not wish except for the calculation of Annual Basic Rental, which shall be calculated as set forth above, all references in the Lease to renew “Term” shall be construed to mean Renewal Terms. THIS GUARANTY OF LEASE (this Master Lease after "Guaranty") is made and entered into this ______ day of July , 2007 by__________________________ (“Guarantor”), to and for the determination benefit of Fair Market Rent for such Renewal Term [Cirrus/GH General Entity], a_________________ ("Landlord"), delivered pursuant to Article XXVIthat certain Hospital Lease Agreement ("Lease") dated ___________ between GlobalRehab, LP, a_________ ("Tenant"), and in such eventLandlord. That for good and valuable consideration, the Master receipt and sufficiency whereof are hereby acknowledged, Guarantor, intending to be legally bound, does hereby guarantee to Landlord, its successor and assigns, the full and prompt payment by Tenant, its successors and assigns of all obligations of the Tenant under the Lease shall terminate arising or otherwise accruing on or before the last day of the then-current seventh (7th) Year (hereafter defined) of the Term and Tenant shall not have any further rights of renewal with respect thereto or with respect (hereafter defined), subject to any other Renewal Terms.the following limitations:
Appears in 1 contract
Samples: Lease Agreement (Cornerstone Healthcare Plus Reit, Inc.)
Renewal Terms. The Lessee shall have the right to extend this Lease for a period of ___ years beyond the expiration of the Basic Term (a) The Initial Term the "Fixed Renewal Term"). At the end of the Fixed Renewal Term, the Lessee shall have the right to further extend this Master Lease may be extended at the option for any number of Tenant for an aggregate successive periods of four (4) consecutive renewal terms (“Renewal Terms”) of five (5) years each (except the fourth (4th) renewal term shall be for four (4) years) with respect to all but not less than all one year (each a "Subsequent Renewal Term"; the Fixed Renewal Term and each Subsequent Renewal Term, being hereinafter sometimes called a ("Renewal Term"). The Fixed Renewal Term will commence at the end of the Demised Premises which are Basic Term and a Subsequent Renewal Term will commence at the end of the Fixed Renewal Term or the preceding Subsequent Renewal Term, as the case may be. Such right to extend this Lease shall be exercised upon notice to the Lessor not less than 120 days before the expiration of the Basic Term or the preceding Renewal Term, as the case may be. Such notice shall be irrevocable except that in the event the Lessee gives such notice to the Lessor 180 or more days before the end of the Basic Term or the Renewal Term then subject in effect, as the case may be, the Lessee may revoke its election to extend this Master Lease, if: (i) at least three hundred sixty (360) Lease within 15 days following the determination of the Fair Market Rental Value of the Aircraft but in no event later than 90 days prior to the end of the then-current Basic Term or the preceding Renewal Term, Tenant delivers as the case may be. If the Lessee requests a determination of Fair Market Rental Value at least 180 days before the expiration of the Basic Term or a Renewal Term, as the case may be, the Lessor and the Lessee shall comply in a timely manner with their respective obligations under the definition of "Fair Market Rental Value" to Landlord Notice that it desires allow any appraisal of Fair Market Rental Value to be completed in sufficient time to permit the -30- Lessee to exercise its the revocation right to extend this Master Lease for one (1) Renewal Term (a “Renewal Notice”); and (ii) provided above. If no Event of Specified Default shall have occurred and be continuing on the date Landlord receives the Renewal Notice (the “Renewal Exercise Date”) and no Event of Default for any nonpayment of Rent shall have occurred and be continuing such notice or on the first day date of the applicable Renewal Term. During commencement of any such Renewal Term, except then this Lease shall be extended for the additional period of such Renewal Term as otherwise specifically specified in such notice on the same conditions as provided for herein, all of . The Basic Rent payable per annum during the terms and conditions of this Master Lease shall remain in full force and effect. Each Fixed Renewal Term shall commence on be the expiration date lesser of (i) the then Fair Market Rental Value for the Aircraft and (ii) [__%] of the current Term (as previously extended) and shall end on average annual Basic Rent over the date immediately preceding the fifth (5th) anniversary thereofBasic Term. For the avoidance of doubt, no Renewal Notice shall be effective and no The rental payable per annum during any Subsequent Renewal Term shall commence in be the event Landlord exercises any right to terminate this Master Lease by reason of any Event of Default which has occurred and is continuing after then Fair Market Rental Value for the Renewal Exercise Date.
(b) [Intentionally Omitted]
(c) Tenant may not exercise its option with respect to any Aircraft. Such rental during each Renewal Term unless it has validly exercised its option as to all immediately preceding Renewal Terms.
(d) Notwithstanding shall be payable semi-annually in arrears. The Termination Value of the foregoing, in the event the Base Rent for any Aircraft during each Renewal Term is subject to shall be the determination lesser of Fair Market Rent, Tenant shall have the right to irrevocably revoke any Renewal Notice by Notice to Landlord (“Renewal Revocation Notice”) given not less than the later of (x) thirty (30) days after the Fair Market Rent (if applicable) has been determined for the Demised Premises and (y) two hundred seventy (270) days prior to Sales Value thereof at the commencement of the then applicable Renewal Term, if Tenant does not wish to renew this Master Lease after the determination of Fair Market Rent for such Renewal Term pursuant to Article XXVI, and in such event, the Master Lease shall terminate on the last day or ___% of the then-current Term and Tenant shall not have any further rights of renewal with respect thereto or with respect to any other Renewal TermsLessor's Cost.
Appears in 1 contract
Renewal Terms. Tenant will have the right, subject to all provisions of this Section 17.3, to extend the Lease Term for two consecutive and successive periods of five years (each of which is a "Renewal Term" and all of which are sometimes collectively the "Renewal Terms"), provided that: (a) The Initial Term of this Master Lease may be extended at the option of Tenant for an aggregate of four (4) consecutive renewal terms (“Renewal Terms”) of five (5) years each (except the fourth (4th) renewal term shall be for four (4) years) with respect to all but not less than all of the Demised Premises which are then subject to this Master Lease, if: (i) at least three hundred sixty (360) days prior to the end of the then-current Term, Tenant delivers has delivered to Landlord Notice that it desires an information notice of its intent to exercise its right to extend this Master Lease for one (1) Renewal Term (a “Renewal Notice”); and (ii) no Event of Default shall have occurred and be continuing on the date Landlord receives the Renewal Notice (the “Renewal Exercise Date”) and no Event of Default for any nonpayment of Rent shall have occurred and be continuing on the first day of the applicable Renewal Term. During any such Renewal Term, except as otherwise specifically provided for herein, all which information notice must be delivered to Landlord not less than 18 months prior to the expiration of the terms and conditions of then Initial Term or Renewal Term, as the case may be; (b) this Master Lease shall remain is in full force and effect. Each Renewal Term shall commence on the expiration date of the current Term ; (as previously extendedc) and shall end on the date immediately preceding the fifth (5th) anniversary thereof. For the avoidance of doubt, no Renewal Notice shall be effective and no Renewal Term shall commence in the event Landlord exercises any right to terminate this Master Lease by reason of any an Event of Default which has occurred and is continuing after the Renewal Exercise Date.
(b) [Intentionally Omitted]
(c) Tenant may not exercise its option with respect to any Renewal Term unless it has validly exercised its option as to all immediately preceding Renewal Terms.
(d) Notwithstanding the foregoing, in the event the Base Rent for any Renewal Term is subject to the determination of Fair Market Rent, Tenant shall have the right to irrevocably revoke any Renewal Notice by Notice to Landlord (“Renewal Revocation Notice”) given not less than the later of (x) thirty (30) days after the Fair Market Rent (if applicable) has been determined for the Demised Premises and (y) two hundred seventy (270) days prior to the commencement of the then applicable Renewal Term, if Tenant does not wish to renew this Master Lease after the determination of Fair Market Rent for such Renewal Term pursuant to Article XXVI, and in such event, the Master Lease shall terminate exist on the last day of the then-current Initial Term or of the first Renewal Term, as the case may be; (d) Tenant exercises its right to each of the Renewal Terms by giving Landlord written notice of its election at least one year before the first day of the Renewal Term being exercised; and Tenant shall (e) each Renewal Term will be upon the same terms, covenants and conditions as provided in this Lease except that: (i) the Improvements Allowance and the Special Termination Option set forth in Section 17.2 will not have any further rights of apply, (ii) there will be no renewal with respect thereto or with respect option beyond those provided in this Section 17.3, and (iii) the monthly Basic Rent will be the Basic Rent determined pursuant to any other Renewal Termsthis section. THE PARTIES HEREBY AGREE THAT (a) TIME IS PARTICULARLY OF THE ESSENCE WITH RESPECT TO THE PROVISIONS OF THIS SECTION; (b) NOTWITHSTANDING ANY LAW IN THE STATE OF WASHINGTON, INCLUDING CASE LAW, TO THE CONTRARY, LANDLORD WILL BE UNDER NO DUTY WHATSOEVER TO NOTIFY TENANT THAT TENANT HAS FAILED TO GIVE THE NOTICE IT HAS THE RIGHT TO GIVE UNDER THE FOREGOING PROVISIONS OF THIS SECTION; AND (c) THE ENTIRE PROVISIONS OF THIS SECTION HAVE BEEN SPECIALLY NEGOTIATED BY THE PARTIES.
Appears in 1 contract
Samples: Sublease Agreement (Blue Nile Inc)
Renewal Terms. (a) The If this Lease is then in full force and effect, Tenant shall have the right and option to extend the Initial Term of this Master Lease may be extended at the option of Tenant for an aggregate of four two (42) consecutive renewal terms (“Renewal Terms”) successive periods of five (5) years each (except each a "Renewal Term") to cover all or such part of the fourth Demised Premises as Tenant may designate in its notice of election to extend (4th) renewal term the "Designated Premises"), provided that Tenant shall be for four (4) years) with respect have no right to all but not designate less space on a floor of the Demised Premises than is let to Tenant at the time of its exercise of its right to renew as provided herein, and provided, further that Tenant shall have no right to designate less than all of the Demised Premises then contained in floors 3 through 17 of the Building (the "Base Building") at the time of the giving of Tenant's notice of renewal unless Tenant shall designate the entire portion of the Demised Premises on the floor (or contiguous floors) included in the then Demised Premises in the Base Building which is (or are) the floor or floors which are then subject to this Master Lease, if: (i) at least three hundred sixty (360) days prior to located among the end lowest or the highest floors of the then-current Termfloors comprising the then Demised Premises in the Base Building (i.e., Tenant delivers to Landlord Notice that it desires to exercise its right to extend this Master Lease for one (1) Renewal Term (a “Renewal Notice”); and (ii) no Event of Default shall have occurred and be continuing on not any floor or floors located in the date Landlord receives the Renewal Notice (the “Renewal Exercise Date”) and no Event of Default for any nonpayment of Rent shall have occurred and be continuing on the first day middle of the applicable Renewal Termblock of floors comprising the then Demised Premises). During any such Renewal Term, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain in full force and effect. Each Renewal Term shall commence on the expiration date of the current Term (as previously extended) and shall end on the date immediately preceding the fifth (5th) anniversary thereof. For the avoidance of doubt, no Renewal Notice shall be effective and no Renewal Term shall commence in the event Landlord exercises any right to terminate this Master Lease by reason of any Event of Default which has occurred and is continuing after the Renewal Exercise Date.
(b) [Intentionally Omitted]
(c) Tenant may not exercise its option with respect to any Renewal Term unless it has validly exercised its option as to all immediately preceding Renewal Terms.
(d) Notwithstanding the foregoing, in the event the Base Rent for any Renewal Term is subject to the determination of Fair Market Rent, Tenant shall have the right to irrevocably revoke any exercise an option simultaneously for more than one such successive Renewal Notice by Notice Term. Tenant shall give Landlord notice of its election to Landlord extend for each Renewal Term no later than twelve (“Renewal Revocation Notice”12) given not less than the later of (x) thirty (30) days after the Fair Market Rent (if applicable) has been determined for the Demised Premises and (y) two hundred seventy (270) days months prior to the commencement then Expiration Date of the then applicable current Term of the Lease. Upon the giving of such notice under such circumstances, this Lease shall be automatically extended as to the Designated Premises for the Renewal TermTerm therein specified with the same effect as if such Renewal Term had originally been included in the Term of this Lease, if Tenant does not wish and all of the terms, covenants and conditions of this Lease, except such as are inapplicable or inappropriate to renew such Renewal Term or are inconsistent with the express further provisions of this Master Lease after the determination of Fair Market Rent Article, shall continue in full force and effect for such Renewal Term pursuant to Article XXVI, and in such event, the Master Term. The Lease shall terminate on the last day be deemed to have expired as of the then-Expiration Date of the current Term and Tenant shall not have any further rights of renewal with respect thereto or the Lease with respect to any other part of the Demised Premises not designated as the Designated Premises by Tenant during a Renewal TermsTerm.
(b) Each Renewal Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately prior to such renewal, except that (i) the amount of Fixed Rent payable for the Designated Premises during an elected Renewal Term or Renewal Terms (simultaneously so elected by Tenant) shall be an amount equal to eighty-five percent (85%) of the fair rental value of the Designated Premises on the commencement date of such Renewal Term or Renewal Terms (the "valuation date"), (ii) the Fixed Rent shall be subject to adjustment as herein provided, on the basis of changes in Real Estate Taxes and Wage Rate set forth in Sections 2.02 and 2.03, provided, however, that the "Base Tax Period" shall mean the Tax Year
Appears in 1 contract
Renewal Terms. (a) The Initial Term term of this ILEC Master Lease may be extended at the option of Tenant for an aggregate of four (4) consecutive renewal terms (separate “Renewal Terms”) ” of five (5) years each (except the fourth (4th) renewal term shall be for four (4) years) with respect to all but not less than all (or such lesser portion of the Demised Premises which ILEC Facilities as provided below) of the ILEC Facilities that are then subject to this the ILEC Master Lease, if: Lease as of the last day of the then current Term at a Rent being equal to the Renewal Rent if (ia) at least three hundred sixty twenty four (36024) days months prior to the end of the then-then current TermTerm (a “Renewal Election Outside Date”), Tenant delivers to Landlord Notice a “Renewal Notice” stating that it desires to exercise exercises its right to extend this ILEC Master Lease for one (1) Renewal Term (a “Renewal Notice”); and (iib) no Event of Default shall have occurred and be continuing on the date Landlord receives Renewal Election Outside Date. If, Tenant elects to renew the ILEC Master Lease for less than all of the ILEC Facilities, then Tenant must specify in the Renewal Notice which ILEC Facilities it elects not to renew (each a “Non-Renewal Leased Property” and collectively, the “Non-Renewal Leased Properties”). Any ILEC Facilities not specified in the Renewal Notice as Non-Renewal Leased Properties shall be deemed to be part of the Leased Property that has been extended for the one (1) Renewal Term (each a “Renewal Leased Property” and collectively, the “Renewal Exercise DateLeased Properties”) and no Event of Default for any nonpayment of Rent shall have occurred and be continuing on the first day of the applicable Renewal Term). During any such Renewal Term, except as otherwise specifically provided for herein, all of the terms and conditions of this ILEC Master Lease shall remain in full force and effect. Each , except that the Non-Renewal Term shall commence on the expiration date of the current Term (as previously extended) and shall end on the date immediately preceding the fifth (5th) anniversary thereof. For the avoidance of doubt, no Renewal Notice Leased Properties shall be effective and no Renewal Term shall commence in excluded from the event Landlord exercises any right to terminate this Master Lease by reason definition of any Event of Default which has occurred and is continuing after the Renewal Exercise Date.
(b) [Intentionally Omitted]
(c) Tenant may not exercise its option with respect to any Renewal Term unless it has validly exercised its option as to all immediately preceding Renewal Terms.
(d) Notwithstanding the foregoing, in the event the Base Rent for any Renewal Term is subject to the determination of Fair Market Rent, Tenant shall have the right to irrevocably revoke any Renewal Notice by Notice to Landlord (“Renewal Revocation Notice”) given not less than the later of (x) thirty (30) days after the Fair Market Rent (if applicable) has been determined Leased Property” for the Demised Premises and (y) two hundred seventy (270) days prior to the commencement of the then applicable Renewal Term, if and Tenant shall have no further renewal rights with respect to the Non-Renewal Leased Properties. If Tenant does not wish to renew this Master Lease after timely send the determination of Fair Market Rent for such applicable Renewal Term Notice pursuant to Article XXVIthe provisions of this Section 1.4, and in such event, the Master Lease shall terminate on the last day of the then-current Term and Tenant shall not be deemed to have any further irrevocably waived its renewal rights of renewal with respect thereto or with respect to any other for all subsequent Renewal Terms.
Appears in 1 contract
Samples: Ilec Master Lease (Uniti Group Inc.)
Renewal Terms. (a) The Initial Term of this Master Lease may be extended A. Provided that both at the option time of the exercise of the options hereinafter set forth and at the time of the commencement of the applicable Renewal Term (as hereinafter defined this Lease is in full force and effect and provided, further, that Tenant is not then in default hereunder beyond any applicable notice and grace periods, then Tenant is hereby granted the options to renew the Term for an aggregate of four two (42) consecutive renewal terms (“Renewal Terms”) additional periods of five (5) years each (except the fourth (4th) renewal term shall be for four (4) years) with respect to all but not less than all of the Demised Premises which are then subject to this Master Leaseeach, if: (i) at least three hundred sixty (360) days prior to the end of the then-current a "Renewal Term, Tenant delivers to Landlord Notice that it desires to exercise its right to extend this Master Lease for one (1) "). The first Renewal Term (a “"First Renewal Notice”); and (iiTerm") no Event of Default shall have occurred and be continuing on commence at the date Landlord receives the Renewal Notice (the “Renewal Exercise Date”) and no Event of Default for any nonpayment of Rent shall have occurred and be continuing on the first day expiration of the applicable Original Lease Term and the second Renewal Term ("Second Renewal Term. During any such Renewal Term, except as otherwise specifically provided for herein, all ") shall commence immediately after the expiration of the terms and conditions of this Master Lease shall remain in full force and effect. Each First Renewal Term shall commence on the expiration date of the current Term (as previously extended) and shall end expire on the date immediately preceding the fifth (5th) anniversary thereofof the expiration date of the First Renewal Term. For Tenant shall exercise each option to renew, if at all, by delivering notice of such election (each such notice, a "Renewal Notice") to Landlord not less than twelve (12) months but not more than eighteen (18) months prior to the avoidance expiration of doubt, no the immediately preceding Term. In the event that Landlord does not receive a Renewal Notice prior to the expiration of such time period (time being of the essence with respect thereto), then such option to renew the Term shall, upon the expiration of such time period, become null and void and be of no further force or effect and Tenant shall, at the request of Landlord, execute an instrument in form and substance acceptable to Landlord confirming such facts. If Tenant fails to execute such instrument within ten (10) days after receipt thereof from Landlord, then such failure shall be effective and no Renewal Term shall commence in a default by Tenant hereunder. In the event Landlord exercises any right Tenant fails to terminate this Master Lease by reason of any Event of Default which has occurred and is continuing after the Renewal Exercise Date.
(b) [Intentionally Omitted]
(c) Tenant may not timely exercise its option with to renew the Term in respect to any of the First Renewal Term unless it has validly exercised its option as to all immediately preceding Renewal Terms.
(d) Notwithstanding the foregoing, in the event the Base Rent for any Renewal Term is subject to the determination of Fair Market RentTerm, Tenant shall have no option to renew the right Term in respect of the Second Renewal Term. Each Renewal Term shall be upon the same terms and conditions of this Lease except that Tenant shall have no option to irrevocably revoke any renew this Lease beyond the expiration of the Second Renewal Notice Term.
B. Upon the exercise by Notice to Landlord Tenant of its option in respect of a Renewal Term in accordance with this Section, (“a) the term "Lease Term", as used in this Lease, shall mean the Original Lease Term as extended for the First Renewal Revocation Notice”) given not less than the later of (x) thirty (30) days after the Fair Market Rent (Term and, if applicable) has been determined for , the Demised Premises Second Renewal Term, and (yb) two hundred seventy (270) days prior to the commencement term "Expiration Date" shall mean the date of expiration of the then applicable Renewal Term, if Tenant does not wish to renew this Master Lease after the determination of Fair Market Rent for such Renewal Term pursuant to Article XXVI, and in such event, the Master Lease shall terminate on the last day of the then-current Term and Tenant shall not have any further rights of renewal with respect thereto or with respect to any other Renewal Terms.
Appears in 1 contract
Samples: Real Property Put and Option Agreement (Ha Lo Industries Inc)
Renewal Terms. (a) The Initial Term of this Master Lease may be extended at the option of Tenant for an aggregate of four (4) consecutive renewal terms (“Renewal Terms”) of five (5) years each (except the fourth (4th) renewal term shall be for four (4) years) with respect to all but not less than all of the Demised Premises which are then subject to this Master Lease, if: Provided (i) at least three hundred sixty (360) days prior to the end of the then-current Term, Tenant delivers to Landlord Notice that it desires to exercise its right to extend this Master Lease for one (1) Renewal Term (a “Renewal Notice”); and (ii) no Event of Default shall have occurred and be continuing on hereunder or under the date Landlord receives Other Leases and (ii) the Renewal Notice (tenant under each of the “Renewal Exercise Date”) and no Event of Default for any nonpayment of Rent Other Leases shall have occurred and be continuing on exercised its respective renewal option under the first day applicable Other Lease to the extent the same is available, Tenant shall have the right to renew this Lease (as to all, but not less than all, the Leased Property subject to this Lease at such time) for two (2) successive five (5) year terms ("Extended Terms") upon giving written notice to Landlord of each such renewal at least eighteen (18) months prior to the termination of the applicable Renewal then current Term. During any each such Renewal Extended Term, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain continue in full force and effect. Each Renewal , except that the Minimum Rent for and during each Extended Term shall commence on be the expiration date greater of (i) the then current Term fair market rental (as previously extended"Fair Market Rental"), which unless otherwise mutually agreed to by Landlord and Tenant shall be determined by the appraisal procedure set forth in Article XXIV and (ii) and shall end on the date Minimum Rent for the Lease Year immediately preceding the fifth Extended Term plus five percent (5th) anniversary thereof5%). For the avoidance of doubt, no Renewal Notice shall be effective and no Renewal Term shall commence in the event Landlord exercises any right Tenant's failure to terminate this Master Lease by reason of any Event of Default which has occurred and is continuing after the Renewal Exercise Date.
(b) [Intentionally Omitted]
(c) Tenant may not exercise its option with respect to any Renewal Term unless it has validly exercised its renewal option as to all immediately preceding Renewal Terms.
(d) Notwithstanding the foregoing, first Extended Term shall 2 result in the event the Base Rent for any Renewal Term is subject loss of its renewal option as to the determination second Extended Term. As used herein, the term "Other Leases" shall refer to, collectively, (i) that certain Master Lease Agreement, dated as of Fair Market RentFebruary 28, Tenant shall have the right to irrevocably revoke any Renewal Notice by Notice to Landlord 1999, between Americold Corporation, as landlord, and AmeriCold Logistics, LLC, as tenant, as amended, (“Renewal Revocation Notice”ii) given not less than the later that certain Master Lease Agreement, dated as of (x) thirty (30) days after the Fair Market Rent (if applicable) has been determined for the Demised Premises April 22, 1998, between Americold Real Estate, L.P., as landlord, and Americold Corporation, as tenant, as amended, and (yiii) two hundred seventy (270) days prior to the commencement of the then applicable Renewal Term, if Tenant does not wish to renew this such other Master Lease after the determination of Fair Market Rent for such Renewal Term pursuant Agreements as may be entered into from time to Article XXVI, and in such event, the Master Lease shall terminate on the last day of the then-current Term time between Landlord or its Affiliates and Tenant shall not have any further rights or its Affiliates."
Section 3. The definition of renewal with respect thereto or with respect "Pre-Approved Party" is hereby amended and restated in its entirety to any other Renewal Terms.read as follows:
Appears in 1 contract
Renewal Terms. (a) The Initial Term term of this Master Lease may be extended at the option of Tenant for an aggregate of four three (43) consecutive renewal terms (separate “Renewal Terms”) ” of five (5) years each (except the fourth (4th) renewal term shall be for four (4) years) with respect to all but not less than all of the Demised Premises which are then subject to this Master Leaseeach, if: (ia) at least three hundred sixty twelve (36012), but not more than eighteen (18) days months prior to the end of the then-then current Term, Tenant delivers to Landlord Notice a “Renewal Notice” that it desires to exercise its right to extend this Master Lease for one (1) Renewal Term Term; (a “Renewal Notice”); and (iib) no Event of Default shall have occurred and be continuing on the date Landlord receives the Renewal Notice (the “Renewal Exercise Date”) and no Event of Default for any nonpayment of Rent shall have occurred and be continuing or on the first last day of the applicable Renewal then current Term; and (c) all other requirements set forth in this Section 1.4 have been complied with (including, but not limited to, the requirement that the Term of this Master Lease remain at all times co-terminus with the term of the Sister Master Lease). During any such Renewal Term, ACTIVE/119970514.22 except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain in full force and effect. Each Tenant may exercise such options to renew with respect to all (and no fewer than all) of the Facilities which are subject to this Master Lease as of the Exercise Date; provided, however, that the exercise of each Renewal Term shall commence on be applicable with respect to each Barge-Based Facility only if an Expert has confirmed prior to the expiration date applicable Exercise Date (but no more than 180 days prior thereto) that exercising such Renewal Term with respect to such Barge-Based Facility would not cause the aggregate Term to exceed eighty percent (80%) of the current useful life of such Barge-Based Facility as measured from the Commencement Date or the estimated residual fair market value of such Barge-Based Facility at the end of the applicable Renewal Term to be less than 20% of the fair market value of such Barge-Based Facility as of the Commencement Date without regard to inflation or deflation. If exercising any Renewal Term would cause the aggregate Term to exceed eighty percent (80%) of any Barge-Based Facility’s estimated useful life, then (i) the remainder of the Leased Property (other than any Barge-Based Facility for which the aggregate Term would exceed eighty percent (80%) of such Barge-Based Facility’s estimated useful life or the estimated residual fair market value of such Barge-Based Facility at the end of the applicable Renewal Term to be less than twenty percent (20%) of the fair market value of such Barge-Based Facility as previously extendedof the Commencement Date without regard to inflation or deflation) shall continue to be demised hereunder for the entire applicable Renewal Term, and shall end on the date immediately preceding the fifth (5thii) anniversary thereof. For the avoidance of doubt, no Renewal Notice each such Barge-Based Facility shall be effective included in such Renewal Term only for the period of time that is within (and no does not exceed) eighty percent (80%) of the estimated useful life of such Barge-Based Facility and the estimated residual fair market value of such Barge-Based Facility at the end of the applicable Renewal Term shall commence be not less than twenty percent (20%) of the fair market value of such Barge- Based Facility as of the Commencement Date without regard to inflation or deflation and shall thereafter not be a part of the Leased Property hereunder and the Base Rent due hereunder shall thereafter be reduced to account for the period of time each such Barge-Based Facility is not part of the Leased Property by an amount determined in accordance with the event formula set forth in Section 14.6 hereof and such Barge-Based Facility and the Tenant’s Property related thereto shall be sold at fair market value, with Landlord exercises any right entitled to terminate the value of the Leased Property relating to such Barge-Based Facility and Tenant entitled to the value of the Tenant’s Property relating to such Barge-Based Facility. Notwithstanding anything contained herein to the contrary, Landlord and Tenant hereby acknowledge and agree that the Term of this Master Lease by reason shall at all times be co-terminus with the term of any Event of Default which has occurred and is continuing after the Renewal Exercise Date.
(b) [Intentionally Omitted]
(c) Tenant may not exercise its option with respect to any Renewal Term unless it has validly exercised its option as to all immediately preceding Renewal Terms.
(d) Notwithstanding the foregoingSister Master Lease. As a result thereof, in the event (1) Tenant elects to extend the Base Rent Term of this Master Lease for any one or more Renewal Term is subject Terms, Penn Tenant shall be required to exercise its options to renew the determination term of Fair Market Rentthe Sister Master Lease, and (2) Penn Tenant elects to extend the term of the Sister Master Lease, Tenant shall have the right be required to irrevocably revoke any Renewal Notice by Notice to Landlord (“Renewal Revocation Notice”) given not less than the later of (x) thirty (30) days after the Fair Market Rent (if applicable) has been determined for the Demised Premises and (y) two hundred seventy (270) days prior to the commencement of the then applicable Renewal Term, if Tenant does not wish exercise its options to renew the Term under the Master Lease so that the Term under this Master Lease after at all times remains co-terminus under the determination of Fair Market Rent Sister Master Lease. In the event Penn Tenant delivers a Renewal Notice (as defined in the Sister Master Lease) for such a Renewal Term pursuant to Article XXVI, and (as defined in such event, the Sister Master Lease shall terminate on Xxxxx) in accordance with the last day of the then-current Term Sister Master Xxxxx and Tenant fails to timely deliver a Renewal Notice hereunder, Tenant shall not automatically be deemed to have any further rights of renewal with respect thereto or with respect to any other delivered a Renewal Terms.Notice under this Section 1.4. ACTIVE/119970514.22
Appears in 1 contract
Renewal Terms. (a) The Initial Term of this Master Lease may be extended at the option of Tenant for an aggregate of four (4) consecutive renewal terms (“Renewal Terms”) of five (5) years each (except the fourth (4th) renewal term shall be for four (4) years) with respect to all but not less than all of the Demised Premises which are then subject to this Master Lease, if: (i) at least three hundred sixty (360) days prior to the end of the then-current Term, Tenant delivers to Landlord Notice that it desires to exercise its right to extend this Master Lease for one (1) Renewal Term (a “Renewal Notice”); and (ii) If no Event of Default shall have occurred and be continuing on that has not been waived, Lessee is hereby granted the date Landlord receives right to renew this Lease for seven successive terms of five years each, upon giving written notice to Lessor of one or more of such renewals at least one hundred eighty (180) days prior to the Renewal Notice (the “Renewal Exercise Date”) and no Event of Default for any nonpayment of Rent shall have occurred and be continuing on the first day termination of the applicable Renewal then current Term. During any each such Renewal Term, except as otherwise specifically provided for herein, renewal term all of the terms and conditions of this Master Lease shall remain continue in full force and effecteffect except that (i) the net annual Basic Rent payable during the first renewal term shall be in an amount equal to the fraction, the numerator of which shall be equal to the product of (a) the annual debt service constant which will fully amortize, on a level payment basis monthly in arrears, a five-year loan at the lowest interest 1 This exhibit is provided for convenience. Each Renewal Term shall commence on the expiration date If there is a discrepancy between this exhibit and one of the current Term (as previously extended) and shall end on Leases or related-documents, the date immediately preceding the fifth (5th) anniversary thereoflease or related-document governs. For the avoidance of doubtrate then generally available to Guarantor, no Renewal Notice shall be effective and no Renewal Term shall commence in the event Landlord exercises any right to terminate this Master Lease by reason of any Event of Default which has occurred and is continuing after the Renewal Exercise Date.
times (b) [Intentionally Omitted]
the sum of $706,550.68, and the denominator of which shall be the Cost of the Leased Property; provided, however, that such Basic Rent shall not be less than 4% of the Cost of the Leased Property nor be more than 7% of the Cost of the Leased Property, (cii) Tenant may not exercise its option with respect to any Renewal Term unless it the net annual Basic Rent for the second through seventh successive renewal term shall be the sum of $141,428 per annum, (iii) the Basic Rent shall be payable during each renewal term hereof in equal, consecutive, monthly installments, in arrears, and (iv) the number of renewal terms permitted hereunder shall be reduced by one upon the expiration of each renewal term for which Lessee has validly exercised its option as to all immediately preceding Renewal Termsoption.
(d) Notwithstanding the foregoing, in the event the Base Rent for any Renewal Term is subject to the determination of Fair Market Rent, Tenant shall have the right to irrevocably revoke any Renewal Notice by Notice to Landlord (“Renewal Revocation Notice”) given not less than the later of (x) thirty (30) days after the Fair Market Rent (if applicable) has been determined for the Demised Premises and (y) two hundred seventy (270) days prior to the commencement of the then applicable Renewal Term, if Tenant does not wish to renew this Master Lease after the determination of Fair Market Rent for such Renewal Term pursuant to Article XXVI, and in such event, the Master Lease shall terminate on the last day of the then-current Term and Tenant shall not have any further rights of renewal with respect thereto or with respect to any other Renewal Terms.
Appears in 1 contract
Samples: Lease Agreement
Renewal Terms. (a) The Initial Tenant shall have the right, at its option, to renew the Term of this Master Lease may be extended at with respect to all, and only all, of the option of Tenant then Premises for an aggregate of four two (42) consecutive renewal terms (“Renewal Terms”) of five (5) years each, (each a “Renewal Term”); provided, the parties agree that notwithstanding the characterization of such right as a renewal right the parties intend that such right constitutes a right to extend the Term and that no further writing must be signed by Landlord in order for Tenant to exercise such right and/or for such exercise to be binding on Landlord and Tenant (except subject to the fourth terms hereof). A Renewal Term shall commence on the day after the expiration of the prior Term and shall expire on the fifth (4th5th) renewal term anniversary of such commencement date. Each option to renew the Term of this Lease as described above shall be for four exercisable by Tenant giving notice to Landlord (4the “Renewal Notice”) years) with respect to all but not less than all of the Demised Premises which are then subject to this Master Lease, if: (i) at least three hundred sixty five (360365) days prior to the end Lease Expiration Date or the last day of the then-current first Renewal Term, as the case may be, Time shall be of the essence with respect to the date of exercising each option, any principle of law to the contrary notwithstanding, Except for the Fixed Rent and the obligation of Landlord to give a Tenant delivers Improvement Allowance, the terms and conditions of this Lease shall apply to Landlord Notice that it desires to exercise its right to extend this Master Lease for one (1) the Renewal Term with the same force and effect as if such Renewal Term had originally been included in the Primary Term of this Lease. All Rent shall commence on the first day of each Renewal Term. The right of Tenant to a Renewal Term shall be conditioned upon the following: (a “Renewal Notice”); and (iii) no Event of Default shall have occurred and be continuing on remain uncured (A) as of the date Landlord receives on which the Renewal Notice has been delivered, and (B) on the Lease Expiration Date or the last day of the first Renewal Term, as the case may be; (ii) this Lease shall be in full force and effect as of the Lease Expiration Date or the last day of the first Renewal Term, as the case may be; and (iii) the named Tenant shall not have assigned this Lease, or, at any time during the Primary Term or the first Renewal Term, as the case may be, subleased all or any portion of the Premises, except for subleases or assignments to Affiliates or Successors.
(b) During each Renewal Term, the Fixed Rent shall be the greater of (i) the Rent payable during the last Lease Year of the prior Term, and (ii) 95% of the fair rental value of the Premises as of the date that is six (6) months prior to the commencement of such Renewal Term (the "Fair Rental Value”), taking into account all relevant factors, including that there will be no break in the rent stream for lease-up time, construction time, cash allowances, free rent, or other lease procurement costs. It is expressly agreed that for purposes of this subsection 3.2(b), the Fixed Rent shall be determined as if the Premises were improved with only Building standard tenant improvements completed as of the date Tenant first occupied the Premises. The Fixed Rent shall increase for each Lease Year of the Renewal Term by such rate as shall be determined to be the fair market rental increase (consistent with the Fair Rental Value) at the time the initial Fixed Rent for a Renewal Term is established. In the event that the parties have not agreed upon the Fair Rental Value of the Premises prior to the date that is six (6) months before the commencement of the applicable Renewal Term, the Fair Rental Value shall be determined by arbitration in Stamford, Connecticut before a single Appraiser as follows:
(i) Either of Landlord or Tenant shall initiate the arbitration process by giving notice to that effect to the other on or after the date that is six (6) months before the commencement of the applicable Renewal Term, which notice shall include the name and address of the Appraiser proposed by the party giving such notice, Within ten (10) days after the giving of such notice, the party to whom such notice was given shall give notice to the other party either accepting the proposed Appraiser or disputing the proposed Appraiser and requesting the American Arbitration Association (or any successor organization) (the “Renewal Exercise DateAAA”) to appoint an impartial Appraiser on the parties' behalf, and both parties shall be bound by any such appointment. If the AAA fails to so appoint an impartial Appraiser, then either Landlord or Tenant may apply to any court having jurisdiction to make such appointment. The Appraiser shall subscribe and swear to an oath to determine, fairly and impartially, such dispute.
(ii) Within seven (7) Business Days after the appointment of the Appraiser, each of Landlord and Tenant shall submit to the Appraiser, with a copy to the other party, its final determination of the Fair Rental Value (each, a “Final Determination”), together with all supporting materials that it desires to have considered by the Appraiser in rendering its determination. If either party shall fail to timely to submit a Final Determination, then the Final Determination of the other party shall be deemed to be the Fair Rental Value. Within seven (7) Business Days after the date that both parties have submitted their respective Final Determination, each of Landlord and Tenant shall thereafter have the right, but not the obligation, to submit rebuttal documentation addressed to the Final Determination of the other party.
(iii) There shall be no Event discovery in the arbitration.
(iv) The Appraiser shall make a determination of Default for Fair Rental Value by selecting either the amount set forth in Landlord’s Final Determination or the amount set forth in Tenant’s Final Determination, whichever the Appraiser determines is closer to the Fair Rental Value of the Premises. The Appraiser may not select any nonpayment other amount as the Fair Rental Value. The fees and expenses of Rent any arbitration pursuant to this subsection 3.2(b) shall be borne by the Landlord and Tenant equally, but each of Landlord and Tenant shall bear the expense of its own arbitrator, attorneys and experts and the additional expenses of presenting its own proof. The Appraiser shall not have occurred the power to add to, modify or change any of the provisions of this Lease. After a determination has been made of the Fair Rental Value, each of Landlord and Tenant shall execute and deliver an instrument setting forth the Fair Rental Value, but the failure to so execute and deliver any such instrument shall not affect the determination of the Fair Rental Value.
(c) The determination of the Appraiser shall be continuing binding upon each of Landlord and Tenant and may be entered in any court of competent jurisdiction.
(d) If the determination of the Fair Rental Value shall not be made on or before the first day of the applicable Renewal Term. During any , then, pending such determination, Tenant shall pay, as Fixed Rent for the applicable Renewal Term, except as otherwise specifically provided for herein, all the average of the terms Landlord’s Final Determination and conditions of this Master Lease shall remain in full force and effectTenant’s Final Determination. Each Renewal Term shall commence on the expiration date of the current Term (as previously extended) and shall end on the date immediately preceding the fifth (5th) anniversary thereof. For the avoidance of doubt, no Renewal Notice shall be effective and no Renewal Term shall commence in the event Landlord exercises any right to terminate this Master Lease by reason of any Event of Default which has occurred and is continuing after the Renewal Exercise Date.
(b) [Intentionally Omitted]
(c) Tenant may not exercise its option with respect to any Renewal Term unless it has validly exercised its option as to all immediately preceding Renewal Terms.
(d) Notwithstanding the foregoing, in the event the Base Rent for any Renewal Term is subject to the determination of Fair Market Rent, Tenant shall have the right to irrevocably revoke any Renewal Notice by Notice to Landlord (“Renewal Revocation Notice”) given not less than the later of (x) Within thirty (30) days after the Fair Market Rent (if applicable) has been determined for the Demised Premises and (y) two hundred seventy (270) days prior to the commencement determination of the then applicable Renewal TermFair Rental Value, if Tenant does not wish an adjustment required to renew this Master Lease after correct the determination of Fair Market Rent for such Renewal Term pursuant to Article XXVI, and in such event, amounts previously paid on account thereof shall be made by the Master Lease shall terminate on the last day of the then-current Term and Tenant shall not have any further rights of renewal with respect thereto or with respect to any other Renewal Termsappropriate party.
Appears in 1 contract
Samples: Assignment and Assumption of Lease (SpringWorks Therapeutics, Inc.)
Renewal Terms. (ai) The Initial Term Tenant is granted the option (each a “Renewal Option”) to extend the term of this Master Lease may be extended at the option of Tenant for an aggregate of four two (42) consecutive renewal successive additional terms (“Renewal Terms”) of five (5) years each (except each a “Renewal Term”) provided all of the fourth following conditions (4ththe “Renewal Conditions”) renewal term shall be for four (4) years) are met with respect to all but not less than all of the Demised Premises which are then subject to this Master Lease, ifeach Renewal Term: (ia) at least three hundred sixty Tenant gives Landlord notice (360) days prior to the end of the then-current Term, Tenant delivers to Landlord Notice that it desires to exercise its right to extend this Master Lease for one (1) Renewal Term (a “Renewal Notice”); and (ii) no Event of Default shall have occurred and be continuing on the date Landlord receives the Renewal Notice (the “Renewal Exercise Date”) and no Event of Default for any nonpayment of Rent shall have occurred and be continuing on the first day of the applicable Renewal Term. During any such Renewal Term, except as otherwise specifically provided for herein, all of the terms and conditions of this Master Lease shall remain in full force and effect. Each Renewal Term shall commence on the expiration date of the current Term (as previously extended) and shall end on the date immediately preceding the fifth (5th) anniversary thereof. For the avoidance of doubt, no Renewal Notice shall be effective and no Renewal Term shall commence in the event Landlord exercises any right to terminate this Master Lease by reason of any Event of Default which has occurred and is continuing after the Renewal Exercise Date.
(b) [Intentionally Omitted]
(c) Tenant may not exercise its option with respect to any Renewal Term unless it has validly exercised its option as to all immediately preceding Renewal Terms.
(d) Notwithstanding the foregoing, in the event the Base Rent for any Renewal Term is subject to the determination of Fair Market Rent, Tenant shall have the right to irrevocably revoke any Renewal Notice by Notice to Landlord (“Renewal Revocation Notice”) given not less than the later of (x) thirty (30) days after the Fair Market Rent (if applicable) has been determined for the Demised Premises and (y) at least two hundred seventy (270) days prior to commencement of the applicable Renewal Term to which such notice relates, that it is exercising the applicable Renewal Option, and (b) at the date such Renewal Option is exercised, and (c) at the commencement of the then applicable Renewal Term to which such option relates, Tenant shall not be in default hereunder, subject to Tenant’s right to cure any such default. The Renewal Term shall commence at the expiration of the prior term. If any Renewal Option is not exercised or if the Renewal Conditions are not met with respect to any Renewal Term, such Renewal Option and Renewal Term shall be deemed null and void and any subsequent Renewal Option shall be null and void. TIME IS OF THE ESSENCE WITH RESPECT TO THE GIVING OF EACH RENEWAL NOTICE.
(ii) Tenant’s lease of the Leased Premises during each Renewal Term, if Tenant does not wish applicable, shall be upon and subject to renew the terms and conditions of this Master Lease after Lease, except that the determination of Base Rent (as defined below) for the Leased Premises during each Renewal Term shall be set at an amount equal to the Fair Market Rent Rental Rate (as hereinafter defined).
(i) For purposes of this Lease, “Fair Market Rental Rate” shall mean a rate reasonably determined based on one hundred percent (100%) of the prevailing base rental rate per square foot of rentable area that a willing tenant would pay and a willing landlord would accept in an arm’s length, bona fide negotiation for such Renewal Term pursuant lease of the Leased Premises to Article XXVI, be executed at the time of determination and in such event, the Master Lease shall terminate to commence on the last day commencement of the thenRenewal Term, taking into consideration all relevant terms and conditions of any comparable leasing transactions in the Pertinent Market (as hereinafter defined), including, without limitation: availability of similar manufacturing, warehouse and distribution buildings in the Pertinent Market taking into account leases for comparable (on the basis of factors such as, but not limited to, size and location of space, commencement date and term of lease) space in the sub-current Term market area in which the Building is located which are comparable to the Building in reputation, quality, age, size, location, tenant creditworthiness, parking availability and Tenant shall level and quality of services provided and which have reached economic stabilization and are not have any further rights of renewal with respect thereto or with respect to offering, for any other Renewal Termsreason, below-market rents (the foregoing factors not being exclusive in identifying comparable buildings) (the Building, together with such comparable buildings, if applicable, being herein referred to as the “Pertinent Market”).
Appears in 1 contract