Common use of Right of Recapture Clause in Contracts

Right of Recapture. Notwithstanding anything contained in 10.1 to the contrary, in the event Tenant desires to assign or sublet or seek permission for any assignment or subletting of all or any portion of the Premises, then Landlord shall have the right of recapture or of first refusal, as applicable, with respect to said space, and shall have the right, by notice to Tenant, to either recapture or to receive an assignment of the Lease or a sublease of the Premises on the same terms and conditions as the terms and conditions of the assignment or subletting proposed by Tenant. In the event Landlord should decide to exercise its rights pursuant to this paragraph, Landlord shall give to Tenant written notice exercising its right of first refusal herein contained within ten (10) business days from the date of Tenant's written notice to Landlord or written application to Landlord for consent to the assignment or subletting, in which event, in the case of a recapture, the Lease shall terminate, and in the case of an assignment or full subletting, Tenant shall be released from all obligations, rights and liabilities from and after the recapture date. In the event Landlord does not give such written notice within the ten (10) day period specified, then Landlord's right of first refusal herein contained shall be null and void, and of no further force and effect as to the space covered by the proposed assignment or sublease only. However, nothing contained herein shall in any way constitute an approval of the assignment or subletting by Landlord, nor shall anything herein contained be construed to impair, hinder or otherwise modify the required approval of Landlord as provided herein to any such assignment or subletting. The recapture date shall be the date as of which tenant intends to assign or sublease or the commencement date of the proposed assignment or sublease, as applicable.

Right of Recapture. Notwithstanding anything contained in 10.1 to the contrary, in In the event Tenant desires notifies Landlord of its intent (the “Intent to Transfer Notice”) to assign this Lease or sublet or seek permission for any assignment or subletting of sublease all or any portion part of the Premises, then unless such Transfer is a Permitted Transfer, Landlord shall have the right to recapture the Premises and to terminate this Lease (in the case of a sublease as to the portion of the Premises proposed to be subleased) by providing written notice of such recapture to Tenant (the “Recapture Notice”) within thirty (30) days of Landlord’s receipt of Xxxxxx’s Intent to Transfer Notice. If Landlord exercises such recapture right, this Lease shall automatically be terminated (in the case of a sublease as to the portion of the Premises proposed to be subleased) effective on the date proposed by Tenant in its Intent to Transfer Notice, or if no date is proposed by Xxxxxx, on a date which is thirty (30) days after Xxxxxx’s receipt of first refusalLandlord’s Recapture Notice. In the case where less than the entire Premises has been recaptured, as applicableLandlord may require Tenant to execute a reasonable Lease amendment to reflect the change in the square footage of the Premises and the prorata adjustment to Monthly Rent, with respect to said spacebased on the number of square feet retained by Tenant, and this Lease as so amended shall have continue in full force and effect. Where the entire Premises has been recaptured, the parties shall execute a reasonable termination agreement reflecting the termination of this Lease. If Landlord fails to exercise the foregoing recapture right, by notice Tenant shall be entitled to Tenantcontinue with its proposed Transfer, provided that any such Transfer shall be subject to either recapture Landlord’s approval as provided in Section 17.1 above (and Tenant shall provide to Landlord all reasonable documentation required for Landlord to consent or deny its consent to receive any such Transfer as provided in Section 17.3 at the time of its request for consent), and provided further that, if Tenant fails to enter into an assignment of the Lease or a sublease of the Premises on the same terms and conditions as the terms and conditions of the assignment or subletting proposed by Tenant. In the event Landlord should decide to exercise its rights pursuant to this paragraph, Landlord shall give to Tenant written notice exercising its right of first refusal herein contained within ten nine (109) business days months from the date of Tenant's written notice ’s Intent to Landlord or written application to Landlord Transfer Notice, then upon any future request for Xxxxxxxx’s consent to the assignment or sublettinga proposed Transfer provided for in this Article 17, Landlord shall have, in which event, in the case of a recapture, the Lease shall terminate, and in the case of an assignment or full subletting, Tenant shall be released from all obligations, rights and liabilities from and after the recapture date. In the event Landlord does not give such written notice within the ten (10) day period specified, then Landlord's right of first refusal herein contained shall be null and void, and of no further force and effect as addition to the space covered by the proposed assignment right to either consent to or sublease only. However, nothing contained herein shall in any way constitute an approval of the assignment or subletting by Landlord, nor shall anything herein contained be construed refuse to impair, hinder or otherwise modify the required approval of Landlord as provided herein consent to any such assignment or subletting. The request from Tenant, the right to recapture date shall be the date Premises as of which tenant intends to assign or sublease or the commencement date of the proposed assignment or sublease, as applicableaforesaid.

Right of Recapture. Notwithstanding anything contained in 10.1 Sublandlord’s and Prime Landlord’s Consent Except for Transfers pursuant to the contrarysubparagraphs 14.1(b) and (c) above, in the event Tenant desires to assign or sublet or seek permission for any assignment or subletting of all or any portion of the Premises, then Sublandlord and Prime Landlord shall have the right of recapture or as set forth in this paragraph 14.3. At any time within fifteen (15) days after Sublandlord’s receipt of first refusalthe Transfer Notice information set forth in Section 14.2 of this Sublease, as applicable, with respect to said space, and shall have the right, Sublandlord may by written notice to TenantSubtenant and Prime Landlord, elect to either recapture or to receive an assignment of the Lease or a sublease of Transfer Space (the Premises on the same terms and conditions as the terms and conditions of the assignment or subletting proposed by Tenant"Sublandlord Period"). In the event Sublandlord does not elect to recapture the Transfer Space within the Sublandlord Period, at any time within fifteen (15) days after the expiration of the Sublandlord Period, Prime Landlord should decide to exercise its rights pursuant to this paragraph, Landlord shall give to Tenant written notice exercising its right of first refusal herein contained within ten (10) business days from the date of Tenant's may by written notice to Subtenant elect to recapture the Transfer Space (collectively, the "Recapture"). Upon such Recapture, Sublandlord or Prime Landlord, as the case may be, may terminate this Sublease with respect thereto, unless the Transfer involves a sub-sublease for a term which expires at least one year prior to expiration of the Term of this Sublease and, provided, that in no event shall such Recapture terminate or otherwise adversely impact Subtenant’s option to lease the Subleased Premises under the Consent. If Sublandlord and Prime Landlord do not elect to Recapture the Transfer Space, or written application are not entitled to do so, Subtenant may transfer the Transfer Space to the Transferee on the terms set forth in the Transfer Notice subject to the following conditions: (a) Sublandlord and Prime Landlord for shall have consented to such Transfer, which consent shall not be unreasonably withheld, conditioned or delayed beyond thirty (30) days following Sublandlord’s and Prime Landlord’s receipt of the Transfer Notice, provided, however, that Sublandlord’s or Prime Landlord’s refusal to consent to any Transfer shall be deemed reasonable if: (i) The Transferee is of a character or reputation or engaged in a business which is not consistent with the assignment quality of the Building or sublettingthe Property; (ii) The Transferee intends to use the Transfer Space for purposes which are not permitted under this Lease; (iii) The Transferee is a current tenant or subtenant of the Property or has been involved in bona fide negotiations with Sublandlord or Prime Landlord, as evidenced by a specific written proposal to such Transferee, for space in the Property within the preceding six (6) months; (iv) The Transfer Space is not suitable for normal renting purposes in conformity with all applicable building and safety codes; (v) The Transferee is a governmental body (or subdivision or agency thereof); (vi) The Transferee is, in the reasonable judgment of Sublandlord, insolvent or does not have the financial capacity to perform the obligations to be assumed for the term of the Transfer. (b) If the Transfer is not completed within ninety (90) days of Sublandlord’s and Prime Landlord’s consent thereto, Subtenant shall once again comply with all of the provisions of this Article 14, including, without limitation, the obligation to give Sublandlord and Prime Landlord the Transfer Notice and Sublandlord and Prime Landlord shall again have the right of recapturing the Transfer Space and terminating the Lease with respect thereto. (c) Any Sub-sublease shall provide that it is subject and subordinate to this Sublease and to all underlying Mortgages; that Sublandlord may enforce the provisions of the Sublease, including collection of Rent; that the cost of any modification to the Subleased Premises, Building and/or Project arising from or as a result of the Sub-sublease shall be the sole responsibility of Subtenant; that in the event of termination of this Sublease for any reason, including without limitation a voluntary surrender by Subtenant, or in the event of any reentry or repossession of the Subleased Premises by Sublandlord, Sublandlord may, at its option, either (i) terminate the Sub-sublease or (ii) take over all of the right, title, and interest of Subtenant, as Sublandlord, under such Sub-Sublease, in which eventcase the Transferee shall attorn to Sublandlord, but that nevertheless Sublandlord shall not (1) be liable for any previous act or omission of Subtenant under such Sub-Sublease, (2) be subject to any defense or offset previously accrued in favor of the Transferee against Subtenant, or (3) be bound by any previous modification of any Sub-Sublease made without Sublandlord’s written consent, or by any previous prepayment by the Transferee of more than one month’s Rent. Subtenant waives any right it may have at law or in equity to terminate this Sublease as a result of Sublandlord’s failure to consent to a Transfer in a manner consistent with this Article 14. (d) Each Transferee by assignment shall assume all obligations of Subtenant under this Sublease and shall be and remain liable jointly and severally with Subtenant for the payment of the Rent, and for the performance of all of the terms, covenants, conditions and agreements herein contained on Subtenant’s part to be performed for the term of this Sublease; provided, however, that the Transferee shall be liable to Sublandlord for Rent only in the case of a recapture, the Lease shall terminate, and amount set forth in the case Transfer. No Assignment shall be binding on Sublandlord unless the Transferee or Subtenant shall deliver to Sublandlord a counterpart of an assignment and an instrument in recordable form which contains a covenant of assumption by the Transferee satisfactory in substance and form to Sublandlord consistent with the requirements of this paragraph 14.3(d), but the failure or full sublettingrefusal of the Transferee to execute such instrument of assumption shall not release or discharge the Transferee from its liability as set forth above. (e) If there are any Profits from any Transfer, Tenant except for Transfers under subparagraphs 14.1(b) or (c) of this Sublease, Subtenant shall pay fifty percent (50%) of such Profits to Sublandlord as Rent. Sublandlord’s share of Profits shall be released from all obligations, rights and liabilities from and paid to Sublandlord within three (3) days after the recapture datereceipt thereof by Subtenant. In the event Landlord does not give such written notice within the ten (10) day period specified, then Landlord's right The payment of first refusal herein contained Profits to Sublandlord shall be null and void, and of no further force and effect made on a monthly basis as Rent with respect to the space covered by the proposed assignment or sublease only. However, nothing contained herein shall in any way constitute each Transfer separately subject to an approval of the assignment or subletting by Landlord, nor shall anything herein contained be construed to impair, hinder or otherwise modify the required approval of Landlord as provided herein to any such assignment or subletting. The recapture date shall be the date as of which tenant intends to assign or sublease or the commencement annual reconciliation on each anniversary date of the Transfer. If the payments to Sublandlord under this Subparagraph during the twelve (12) months preceding each annual reconciliation exceed the amount of Profits determined on an annual basis, then Sublandlord shall promptly refund to Subtenant the amount of such overpayment or credit the overpayment against Subtenant’s future obligations under this Subparagraph, at Subtenant’s option. If Subtenant has underpaid its obligations hereunder during the preceding twelve (12) months, Subtenant shall immediately pay to Sublandlord the amount owing after the annual reconciliation. For purposes of this Article 14, "Profits" are defined as all cash or cash equivalent amounts and sums which Subtenant (including any Affiliate or Successor of Subtenant or other entity related to Subtenant) receives on a monthly basis from any Transferee, directly or indirectly, attributable to the Subleased Premises or any portion hereof, less the sum of (1) the amount amortized over the term of the Transfer for (i) any additional Subtenant improvement costs paid to Subtenant’s Transferee by Subtenant; (ii) reasonable leasing commissions paid by Subtenant in connection with the Transfer; (iii) other economic concessions (planning allowance, lease takeover payments, moving expenses, etc.) paid by Subtenant to or on behalf of the Transferee in connection with the Transfer; (iv) reasonable costs incurred by Subtenant in advertising the Transfer Space; and (v) Subtenant’s reasonable attorneys’ fees paid by Subtenant in connection with the Transfer (such amounts to be amortized over the term of the Transfer), and (2) the Rent and additional rent pursuant to Article 5 of this Sublease paid during each such annual period by Subtenant attributable pro rata based on Rentable Area to the Transfer space. Any lump sum payment received by Subtenant from a Transferee shall be treated like any other amount so received by Subtenant for the applicable annual period and shall be utilized in computing Profits in accordance with the foregoing. All Profits and the components thereof shall be subject to audit by Sublandlord or its representatives at reasonable times. Subtenant shall deliver to Sublandlord, upon request, any information reasonably required by Sublandlord to calculate and/or substantiate the amount of Profits hereunder. 14.4 Costs Subtenant agrees to reimburse Sublandlord and Prime Landlord for their reasonable out-of-pocket costs and attorneys’ fees incurred in connection with the processing and documentation of any requested Transfer whether or not Sublandlord or Prime Landlord consents to the Transfer or the same is finally consummated. 14.5 Rights Personal to Subtenant Rights of Transfer set forth in this Article 14 are personal to Subtenant and may not be conveyed or assigned. 14.6 No Event of Default Subtenants’ rights of Transfer are specifically contingent upon there being no Event of Default at the time of any proposed assignment or sublease, as applicabletransfer. 15.

Right of Recapture. Notwithstanding anything contained in 10.1 to the contrary, in In the event Tenant desires notifies Landlord of its intent (the “Intent to Transfer Notice”) to assign this Lease or sublet or seek permission for any assignment or subletting of sublease all or any portion part of the Premises, then unless such Transfer is a Permitted Transfer, Landlord shall have the right of to recapture or of first refusal, as applicable, with respect to said space, and shall have the right, by notice to Tenant, to either recapture or to receive an assignment of the Lease or a sublease of the Premises on the same terms and conditions as the terms and conditions of the assignment or subletting proposed by Tenant. In the event Landlord should decide to exercise its rights pursuant to terminate this paragraph, Landlord shall give to Tenant written notice exercising its right of first refusal herein contained within ten Lease (10) business days from the date of Tenant's written notice to Landlord or written application to Landlord for consent to the assignment or subletting, in which event, in the case of a recapturesublease as to the portion of the Premises proposed to be subleased) by providing written notice of such recapture to Tenant (the “Recapture Notice”) within thirty (30) days of Landlord’s receipt of Xxxxxx’s Intent to Transfer Notice. If Landlord exercises such recapture right, the this Lease shall terminate, and automatically be terminated (in the case of an assignment a sublease as to the portion of the Premises proposed to be subleased) effective on the date proposed by Tenant in its Intent to Transfer Notice, or if no date is proposed by Xxxxxx, on a date which is thirty (30) days after Xxxxxx’s receipt of Landlord’s Recapture Notice. In the case where less than the entire Premises has been recaptured, Landlord may require Tenant to execute a reasonable Lease amendment to reflect the change in the square footage of the Premises and the prorata adjustment to Monthly Rent, based on the number of square feet retained by Tenant, and this Lease as so amended shall continue in full sublettingforce and effect. Where the entire Premises has been recaptured, the parties shall execute a reasonable termination agreement reflecting the termination of this Lease. If Landlord fails to exercise the foregoing recapture right, Tenant shall be released from all obligationsentitled to continue with its proposed Transfer, rights and liabilities from and after the recapture date. In the event Landlord does not give provided that any such written notice within the ten (10) day period specified, then Landlord's right of first refusal herein contained Transfer shall be null subject to Landlord’s approval as provided in Section 17.1 above (and voidTenant shall provide to Landlord all reasonable documentation required for Landlord to consent or deny its consent to any such Transfer as provided in Section 17.3 at the time of its request for consent), and of no provided further force and effect as that, if Tenant fails to the space covered by the proposed enter into an assignment or sublease only. However, nothing contained herein shall in any way constitute an approval of the assignment Premises within nine (9) months from the date of Xxxxxx’s Intent to Transfer Notice, then upon any future request for Xxxxxxxx’s consent to a proposed Transfer provided for in this Article 17, Landlord shall have, in addition to the right to either consent to or subletting by Landlord, nor shall anything herein contained be construed refuse to impair, hinder or otherwise modify the required approval of Landlord as provided herein consent to any such assignment or subletting. The request from Tenant, the right to recapture date shall be the date Premises as of which tenant intends to assign or sublease or the commencement date of the proposed assignment or sublease, as applicableaforesaid.

Right of Recapture. During the Term, Subtenant agrees that Subtenant ------------------ will not assign its interest in the Sublease, or sublet the Demised Premises to any person or business organization without first giving Sublandlord notice of the intended assignment or subletting and the intended date thereof and the name of the business organization involved and the effective date of the intended assignment or subletting and the amount of the unamortized cost hereinafter referred to. If Sublandlord's consent is required under Paragraph 13.1 above, within fifteen (15) days after the giving of such notice by Subtenant to Sublandlord of such intended assignment or subletting, Sublandlord gives notice to Subtenant that Sublandlord elects to terminate this Sublease as of said intended date of said assignment or subletting and Subtenant does not within five (5) days withdraw its request to assign or sublet, then this Sublease shall terminate on said intended date as if said intended date were the date originally fixed herein for the termination hereof. Notwithstanding anything contained in 10.1 to the contraryforegoing, in the event Tenant desires Sublandlord elects to assign or sublet or seek permission for any terminate this Sublease Subtenant may rescind its requested assignment or subletting of all or any portion of the Premises, then Landlord shall have the right of recapture or of first refusal, as applicable, with respect to said space, and shall have the right, by written notice to Tenant, to either recapture or to receive an assignment of the Lease or a sublease of the Premises on the same terms and conditions as the terms and conditions of the assignment or subletting proposed by Tenant. In the event Landlord should decide to exercise its rights pursuant to this paragraph, Landlord shall give to Tenant written notice exercising its right of first refusal herein contained Sublandlord within ten (10) business days from the date of Tenantfollowing Sublandlord's written notice to Landlord or written application Subtenant of its election to Landlord for consent terminate this Sublease. Notwithstanding the foregoing to the assignment or sublettingcontrary, in which event, Sublandlord acknowledges that Subtenant's business to be conducted in the case of a recapture, the Lease shall terminate, and Demised Premises requires installation in the case Demised Premises of an assignment or full subletting, Tenant certain communications equipment by telecommunications customers of Subtenant ("Customers") in order for such Customers to interconnect with Subtenant's facilities. Sublandlord agrees that no consent shall be released from required for any license agreement or "colocation agreement" between Subtenant and any such Customer for the purpose of permitting such a telecommunications connection, so long as (i) such Customer agrees in writing to comply with all obligations, rights and liabilities from and after the recapture date. In the event Landlord does not give such written notice within the ten (10) day period specified, then Landlord's right obligations of first refusal herein contained shall be null and void, and of no further force and effect as Subtenant under this Sublease to the space covered by extent relating to the proposed assignment or sublease only. However, nothing contained herein shall in any way constitute an approval portion of the assignment Demised Premises in question and (ii) each such license or subletting by Landlord, nor shall anything herein contained be construed to impair, hinder or otherwise modify co-location agreement is in writing and is consistent with the required approval provisions of Landlord as provided herein to any such assignment or subletting. The recapture date shall be the date as of which tenant intends to assign or sublease or the commencement date of the proposed assignment or sublease, as applicablethis Sublease.

Right of Recapture. Notwithstanding anything to the contrary contained in 10.1 this Article 23, upon receipt of a request by Tenant to the contrary, in the event Tenant desires to either assign this Lease or sublet or seek permission for any assignment or subletting of all or any portion of the Leased Premises, then Landlord shall have the right of recapture or of first refusaloption, as applicable, with respect to said space, and shall have the right, be exercised within thirty (30) days thereafter by written notice to Tenant, to either recapture or to receive an assignment terminate this Lease effective as of the Lease requested date of assignment or a sublease with respect to the portion of the Leased Premises on the same terms and conditions requested to be assigned or sublet, effective as the terms and conditions of the assignment or subletting proposed by Tenant. In the event Landlord should decide to exercise its rights pursuant to this paragraph, Landlord shall give to Tenant written notice exercising its right of first refusal herein contained within ten (10) business days from the date of Tenant's written notice to Landlord or written application to Landlord for consent to the assignment or subletting, in which event, in the case of a recapture, the Lease shall terminate, and in the case of an assignment or full subletting, Tenant shall be released from all obligations, rights and liabilities from and after the recapture date. In the event Landlord does not give such written notice within the ten (10) day period specified, then Landlord's right of first refusal herein contained shall be null and void, and of no further force and effect as to the space covered by the proposed assignment or sublease only. However, nothing contained herein shall in any way constitute an approval of the assignment or subletting by Landlord, nor shall anything herein contained be construed to impair, hinder or otherwise modify the required approval of Landlord as provided herein to any such assignment or subletting. The recapture date shall be the date as of which tenant intends to assign or sublease or the commencement date of the proposed assignment or subleasesublease and to recapture this space. If Landlord chooses to terminate the Lease, Tenant may withdraw Xxxxxx’s office notice to assign or sublet within fifteen (15) days of receiving Landlord’s written notice. Withdrawal of Tenant’s offer notice to assign or sublet will result in a return to the original status of the Lease whereby Tenant will be entitled to remain in the Leased Premises for the remainder of the term. In the event the Landlord shall exercise the right of recapture option, this Lease, in the case of an assignment, shall terminate on or as applicableof the date specified above as if that date had been fixed as the expiration date of the Term of this Lease, and the Tenant shall surrender possession of the entire Leased Premises on such termination date, in accordance with the provisions of this Lease. In the event of subletting, Landlord and Tenant shall enter into a modification to this Lease, removing the portion of the Leased Premises requested to be sublet from the definition of the Leased Premises, and otherwise making required changes to Tenant’s obligations hereunder to reflect the reduction in the size of the Leased Premises.