Second Renewal Option. Provided that Subtenant timely exercises its option for the First Renewal Term, Subtenant is hereby also granted the option to extend the Term of this Sublease, with respect to all of the Sublet Premises as then constituted, in “as-is” condition, for one (1) consecutive additional period commencing on the day following the last day of the First Renewal Term and ending on January 24, 2020 (the “Second Renewal Term”), on the following terms and conditions: (i) No Event of Default shall exist, either at the time of Subtenant’s giving of its renewal notice to Sublandlord or at the commencement of the Second Renewal Term (unless Sublandlord elects, in its sole discretion, to waive such condition); (ii) Sublandlord shall have made a good faith determination that Subtenant remains creditworthy; (iii) Subtenant shall not have previously assigned this Sublease or sublet all or any portion of the Sublet Premises (except to a Related Party); (iv) Subtenant shall have delivered to Sublandlord written notice of Subtenant’s election to exercise this option (the “Second Renewal Notice”) not less than 240 days nor more than 395 days prior to the last day of the First Renewal Term (time being of the essence, and Subtenant’s failure to timely deliver the Second Renewal Notice being agreed to constitute Subtenant’s irrevocable waiver of this renewal option); and (v) all Sublease terms for the Second Renewal Term shall be the same as specified for the First Renewal Term of this Sublease, except that (a) there shall be no further option to renew or extend the Term of this Sublease, (b) there shall be no allowances or inducements payable by Sublandlord during the Second Renewal Term, and (c) Base Rent payable during the Second Renewal Term shall be agreed upon by the parties in good faith negotiations commencing with reasonable promptness after Sublandlord’s receipt of the Second Renewal Notice; provided, however, that if the parties have not agreed in writing as to the rate or rates of Base Rent that will be payable during the Second Renewal Term within ninety (90) days after Sublandlord’s receipt of the Second Renewal Notice, then Sublandlord may terminate such negotiations by written notice delivered to Subtenant on or after that date and prior to the parties’ execution of such written agreement confirming the Base Rent, whereupon Subtenant’s election to extend the Term for the Second Renewal Term shall be null and void and the Term shall expire on the last day of the First Renewal Term; and (vi) Sublandlord and Subtenant shall promptly execute and deliver to one another an amendment to this Sublease, in reasonable form prepared by Sublandlord and acceptable to Subtenant in its reasonable discretion, confirming Subtenant’s exercise of its option hereunder and the Base Rent payable during the Second Renewal Term. Notwithstanding anything to the contrary contained in this Section 1.3, the failure of the parties to execute such amendment shall not be deemed to rescind Subtenant’s notice of its exercise of the Second Renewal Option, and Subtenant shall remain bound by the terms of this Section 1.3.
Appears in 2 contracts
Sources: Sublease Agreement, Sublease Agreement (U.S. Auto Parts Network, Inc.)
Second Renewal Option. Provided that Subtenant timely exercises its option for the First Renewal Term, Subtenant is hereby also granted the option to extend the Term of this Sublease, with respect to all of the Sublet Premises as then constituted, in “as-is” condition, for one (1) consecutive additional period commencing on the day following the last day of the First Renewal Term and ending on January 24, 2020 (the “Second Renewal Term”), on the following terms and conditions:
(i) No Event Tenant is not in default beyond any applicable grace or cure period as of Default shall exist, either the date of exercise of the Second Renewal Option (as hereinafter defined) nor at the time date of Subtenant’s giving of its renewal notice to Sublandlord or at the commencement of the Second Renewal Term (unless Sublandlord elects, in its sole discretion, to waive such condition);
Option; and (ii) Sublandlord Tenant has not sublet any part of the Premises or assigned any part of the Lease (except for assignments or subleases permitted under the Lease without Landlord’s consent), Tenant shall have made a good faith determination that Subtenant remains creditworthy;
(iii) Subtenant shall not have previously assigned this Sublease or sublet all or any portion the right to renew the term of the Sublet Premises Lease for one period of five (except to a Related Party5) years (“Second Renewal Option”);
, commencing September 1, 2028 (iv“Second Renewal Commencement Date”) Subtenant and expiring August 31, 2033. During the term of the Second Renewal Option, Base Rent shall have delivered to Sublandlord be at the following rates: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Tenant shall exercise the Second Renewal Option by furnishing Landlord written notice of SubtenantTenant’s election to exercise this option of the Second Renewal Option (the “Second Renewal Notice”) not less than 240 by 5:00 p.m., Troy, Michigan time, on February 29, 2028. Landlord shall, within five (5) days nor more than 395 days prior to the last day of the First Renewal Term (time being receipt of the essence, and SubtenantTenant’s failure to timely deliver the Second Renewal Notice being agreed to constitute Subtenant’s irrevocable waiver of this renewal option); and
(v) all Sublease Notice, deliver a Lease amendment solely documenting the new terms for the Second Renewal Term shall be the same Option as specified for the First Renewal Term of this Sublease, except that (a) there shall be no further option to renew or extend the Term of this Sublease, (b) there shall be no allowances or inducements payable by Sublandlord during the Second Renewal Term, and (c) Base Rent payable during the Second Renewal Term shall be agreed upon by the parties in good faith negotiations commencing with reasonable promptness after Sublandlord’s receipt of the Second Renewal Notice; provided, however, that if the parties have not agreed in writing as to the rate or rates of Base Rent that will be payable during the Second Renewal Term within ninety (90) days after Sublandlord’s receipt of the Second Renewal Notice, then Sublandlord may terminate such negotiations by written notice delivered to Subtenant on or after that date and prior to the parties’ execution of such written agreement confirming the Base Rent, whereupon Subtenant’s election to extend the Term for the Second Renewal Term shall be null and void and the Term shall expire on the last day of the First Renewal Term; and
(vi) Sublandlord and Subtenant set forth above. Tenant shall promptly execute and deliver to one another an amendment to this Subleasethe amendment, in reasonable form prepared by Sublandlord and acceptable to Subtenant in its reasonable discretion, thus confirming Subtenant’s exercise of its option hereunder and the Base Rent payable during the Second Renewal Term. Notwithstanding anything to the contrary contained in this Section 1.3, the failure of the parties to execute such amendment shall not be deemed to rescind Subtenant’s notice of its exercise of the Second Renewal Option, . All of the other terms and Subtenant conditions shall remain bound by as provided in this Lease and Tenant shall occupy the terms of this Section 1.3Premises throughout the Second Renewal Option in its then, as-is condition (subject to Landlord’s express obligations under the Lease). The Second Renewal Option is personal to Tenant and shall not be assignable or transferable to any other party whatsoever.
Appears in 2 contracts
Sources: Lease (Rocket Companies, Inc.), Lease (Rocket Companies, Inc.)
Second Renewal Option. (a) Provided that Subtenant timely exercises its option for (i) Tenant shall have exercised the First Renewal TermOption and such exercise was of a Five Year Renewal Option, Subtenant is hereby also granted the option to extend the Term of this Sublease, with respect to all of the Sublet Premises as then constituted, in “as-is” condition, for one and (1ii) consecutive additional period commencing on the day following date Tenant exercises the last day of the First Renewal Term and ending on January 24, 2020 (the “Second Renewal Term”), on the following terms Option and conditions:
(i) No Event of Default shall exist, either at the time of Subtenant’s giving of its renewal notice to Sublandlord or at the commencement of the Second Renewal Term (unless Sublandlord electsA) this Lease shall not have been terminated, (B) no Event of Default shall exist (which condition Landlord may waive in its sole and absolute discretion), and (C) Tenant, its Affiliates and Permitted Occupants shall be physically occupying at least seventy-five percent (75%) of the Rentable Square Foot area of the entire First Renewal Premises (which condition Landlord may waive in its sole and absolute discretion), Tenant shall have the option (the “Second Renewal Option”; the First Renewal Option and Second Renewal Option, each a “Renewal Option”) to extend the Term of this Lease for an additional five (5) year period (the “Second Renewal Term”; the First Renewal Term and the Second Renewal Term, each a “Renewal Term”), to waive such condition);commence on the fifth (5th) anniversary of the commencement date of the First Renewal Term and end on the day immediately preceding the fifth (5th) anniversary of the commencement date of the Second Renewal Term.
(b) The Second Renewal Option shall be exercised with respect to (i) the entire Premises as the same is constituted as of the date of the Second Renewal Notice or (ii) Sublandlord a Renewal Portion (the space as to which Tenant exercises the Second Renewal Option is called the “Second Renewal Premises”; the First Renewal Premises and the Second Renewal Premises are each a “Renewal Premises”). The Second Renewal Option shall have made a good faith determination that Subtenant remains creditworthy;
(iii) Subtenant shall not have previously assigned this Sublease or sublet all or any portion of the Sublet Premises (except be exercisable by Tenant giving notice to a Related Party);
(iv) Subtenant shall have delivered to Sublandlord written notice of Subtenant’s election to exercise this option Landlord (the “Second Renewal Notice”; the First Renewal Notice and the Second Renewal Notice are each a “Renewal Notice”), which notice shall (A) not less than 240 days nor more than 395 days indicate whether Tenant is exercising the Second Renewal Option as to the entire Premises or a Renewal Portion, and, in the latter case, shall describe and delineate the Renewal Portion and (B) be given by Tenant on or before the date that is eighteen (18) months prior to the last day expiration date of the First Renewal Term (time being Term. Time is of the essence, and Subtenant’s failure essence with respect to timely deliver the Second Renewal Notice being agreed to constitute Subtenant’s irrevocable waiver of this renewal option); and
(v) all Sublease terms for the Second Renewal Term shall be the same as specified for the First Renewal Term of this Sublease, except that (a) there shall be no further option to renew or extend the Term of this Sublease, (b) there shall be no allowances or inducements payable by Sublandlord during the Second Renewal Term, and (c) Base Rent payable during the Second Renewal Term shall be agreed upon by the parties in good faith negotiations commencing with reasonable promptness after Sublandlord’s receipt giving of the Second Renewal Notice; provided. If Tenant timely delivers the Second Renewal Notice but fails to indicate whether Tenant is exercising the Second Renewal Option with respect to the entire Premises or a Renewal Portion, however, that if then Tenant shall conclusively be deemed to have exercised the parties have not agreed in writing Second Renewal Option as to the rate or rates entire Premises. In addition, if Tenant timely delivers a Second Renewal Notice which delineates a portion of Base Rent that will the Premises which is not a valid Renewal Portion in compliance with the terms and conditions of Section 33.01(c) above, then Tenant shall conclusively be payable during deemed to have exercised the Second Renewal Term within ninety (90) days after Sublandlord’s receipt of the Second Renewal Notice, then Sublandlord may terminate such negotiations by written notice delivered to Subtenant on or after that date and prior Option as to the parties’ execution of such written agreement confirming the Base Rent, whereupon Subtenant’s election to extend the Term for the Second Renewal Term shall be null and void and the Term shall expire on the last day of the First Renewal Term; and
(vi) Sublandlord and Subtenant shall promptly execute and deliver to one another an amendment to this Sublease, in reasonable form prepared by Sublandlord and acceptable to Subtenant in its reasonable discretion, confirming Subtenant’s exercise of its option hereunder and the Base Rent payable during the Second Renewal Term. Notwithstanding anything to the contrary contained in this Section 1.3, the failure of the parties to execute such amendment shall not be deemed to rescind Subtenant’s notice of its exercise of the Second Renewal Option, and Subtenant shall remain bound by the terms of this Section 1.3entire Premises.
Appears in 1 contract
Sources: Lease (KCG Holdings, Inc.)
Second Renewal Option. Provided that Subtenant timely exercises (a) As long as an event of default by Tenant has not occurred and is continuing, Landlord shall grant and does hereby grant Tenant the option to renew (the "Second Renewal Option") the term of this Lease for a period of sixty (60) additional months (the "Second Renewal Term"). Tenant shall exercise the Second Renewal Option by delivering written notice of such election to Landlord at least twelve (12) months prior to the expiration of the First Renewal Term of this Lease. The renewal of this Lease shall be upon the same terms and conditions of this Lease, except (i) the Base Rental Rate during the Second Renewal Term shall be calculated based on the prevailing Market Base Rental Rate (as hereinafter defined) at the time the Second Renewal Term commences, (ii) with the exception of the potential assignees or sublessees described in Paragraph 5(b) of this Exhibit "G", Tenant shall have no option to renew this Lease beyond the expiration of the Second Renewal Term, and (iii) Tenant shall not have the right to assign its renewal rights to any sublessee of the Demised Premises or any portion thereof or to any assignee of the Lease, nor may any such sublessee or assignee exercise to enjoy the benefit of such renewal rights, and (iv) the leasehold improvements will be provided in their then-existing condition at the time the Second Renewal Term commences, and there shall not be any rent abatement period and Tenant shall not be entitled to cash payment, concessions or allowance of any nature or amount whatsoever. Notwithstanding the foregoing, Tenant shall have no right to exercise such option for to renew, and Landlord shall have no obligation to renew this Lease, unless (A) this Lease shall be in full force and effect upon the date of the exercise of the Second Renewal Option and upon the date of the expiration of the First Renewal Term, Subtenant is hereby also granted and (B) on the option to extend the Term of this Sublease, with respect to all date of the Sublet Premises as then constituted, in “as-is” condition, for one (1) consecutive additional period commencing exercise of the Second Renewal Option and on the day following date of the last day expiration of the First Renewal Term there shall exist no event of default on the part of Tenant under this Lease for which Landlord has given notice and which remains uncured by Tenant after the expiration of any applicable period of grace or cure. If Tenant shall fail to exercise the Second Renewal Option within the time permitted or conditions (A) and (B) set forth above are not entirely satisfied, the Second Renewal Option shall automatically terminate, this Lease shall expire at the expiration of the First Renewal Term and ending on January 24Tenant shall have no further right thereafter to renew this Lease or to acquire any interest whatsoever in the Demised Premises. If Tenant shall remain in possession of the Demised Premises after the expiration of the First Renewal Term without there having been executed between Landlord and Tenant an amendment to this Lease as contemplated by the terms of this Section, 2020 then Tenant shall be a Tenant holding over as provided in this Lease.
(b) Whenever used in this Second Renewal Option, the “term "Market Base Rental Rate" shall mean the then fair market rental of the Demised Premises as of the date of commencement of the Second Renewal Term”), determined in accordance with the provisions set forth below. The fair market rental of the Demised Premises shall mean the rental that would be agreed to by a landlord and renewing tenant, each of whom is willing, but neither of whom is compelled, to enter into the lease transaction. The fair market rental shall be determined on the following terms and conditions:
basis of the assumptions that (i1) No Event of Default the Base Year shall exist, either at be updated to the time of Subtenant’s giving of its renewal notice to Sublandlord first year under the Second Renewal Term or at if the commencement of the Second Renewal Term (unless Sublandlord elects, falls in its sole discretion, to waive such condition);
(ii) Sublandlord the 4th quarter of a year then the Base Year shall have made a good faith determination that Subtenant remains creditworthy;
(iii) Subtenant shall not have previously assigned this Sublease or sublet all or any portion of the Sublet Premises (except to a Related Party);
(iv) Subtenant shall have delivered to Sublandlord written notice of Subtenant’s election to exercise this option (the “Second Renewal Notice”) not less than 240 days nor more than 395 days prior be updated to the last day of the First Renewal Term (time being of the essence, and Subtenant’s failure to timely deliver the Second Renewal Notice being agreed to constitute Subtenant’s irrevocable waiver of this renewal option); and
(v) all Sublease terms for the Second Renewal Term shall be the same as specified for the First Renewal Term of this Sublease, except that (a) there shall be no further option to renew or extend the Term of this Sublease, (b) there shall be no allowances or inducements payable by Sublandlord during next full calendar year under the Second Renewal Term, and (c2) Base Rent payable during the Second Renewal Term fair market rental shall be agreed upon by the parties in good faith negotiations commencing with reasonable promptness after Sublandlord’s receipt of the Second Renewal Notice; provided, however, that if the parties have not agreed in writing as to the rate or rates of Base Rent that will be payable during the Second Renewal Term within ninety (90) days after Sublandlord’s receipt of the Second Renewal Notice, then Sublandlord may terminate such negotiations by written notice delivered to Subtenant on or after that date and prior to the parties’ execution of such written agreement confirming the Base Rent, whereupon Subtenant’s election to extend the Term for the Second Renewal Term shall be null and void and the Term shall expire begin on the last day commencement date of the First Renewal Term; and
(vi) Sublandlord and Subtenant shall promptly execute and deliver to one another an amendment to this Sublease, in reasonable form prepared by Sublandlord and acceptable to Subtenant in its reasonable discretion, confirming Subtenant’s exercise of its option hereunder and the Base Rent payable during the Second Renewal Term. Notwithstanding anything The fair market rental to be determined shall take into account any existing tenant improvements and any special uses or rights afforded to the contrary contained Tenant under this Lease in this Section 1.3connection with the Demised Premises the following factors: (i) rental for renewing tenants for comparable premises in comparable Class "A" office buildings in comparable submarkets of Atlanta, Georgia (taking into consideration, but not limited to, use, location and/or floor level within the failure applicable building, definition of rental area, quality, age and location of the parties to execute such amendment shall not be deemed to rescind Subtenant’s notice of its exercise applicable office buildings); (ii) the rentable area of the Second Renewal Optionpremises being leased; (iii) the length of the pertinent rental term; (iv) any tenant improvement allowance, rent credit, moving allowance, space planning allowance or other similar inducements given to renewing tenants; (v) the quality and Subtenant shall remain bound by credit worthiness of the terms of this Section 1.3.tenant; (vi) the expense pass-through provisions provided to such renewing tenants; and (vii) commissions payable to brokers
Appears in 1 contract
Second Renewal Option. Provided that Subtenant timely exercises Subject to the provisions hereinafter set forth, if Tenant has validly exercised its first renewal option for the First Renewal Termunder Section 14 above, Subtenant is then Landlord hereby also granted the grants to Tenant an additional option to extend the Term term of this Sublease, with respect to the Lease for all of the Sublet Premises then Premises, on the same terms, conditions and provisions as then constitutedcontained in the Lease, in “as-is” conditionexcept as otherwise provided herein, for one (1) consecutive additional period commencing on of five (5) years (the day following "Second Renewal Period") after the last day expiration of the First Renewal Term and ending Period, which Second Renewal Period shall commence on January 24October 1, 2020 2029 (the “"Second Renewal Term”)Period Commencement Date") and end on September 30, on the following terms and conditions:2034.
(ia) No Event Said option shall be exercisable by written notice from Tenant to Landlord of Default shall exist, either at Tenant's election to exercise said option given not later than the time of Subtenant’s giving of its renewal notice date which is fifteen (15) months prior to Sublandlord or at the commencement of the Second Renewal Term (unless Sublandlord electsPeriod Commencement Date, in its sole discretion, to waive such condition);
(ii) Sublandlord shall have made a good faith determination that Subtenant remains creditworthy;
(iii) Subtenant shall not have previously assigned this Sublease or sublet all or any portion of the Sublet Premises (except to a Related Party);
(iv) Subtenant shall have delivered to Sublandlord written notice of Subtenant’s election to exercise this option (the “Second Renewal Notice”) not less than 240 days nor more than 395 days prior to the last day of the First Renewal Term (time being of the essence. If Tenant's option is not so exercised, said option shall thereupon expire.
(b) Unless Landlord otherwise agrees (at its sole discretion), Tenant may only exercise said option, and Subtenant’s failure to timely deliver an exercise thereof shall only be effective, if at the time of Tenant's exercise of said option and on the Second Renewal Notice being agreed Period Commencement Date, the Lease is in full force and effect and Tenant is not (i) in monetary Default under the Lease or (ii) in non-monetary Default under the Lease, and in either event, such Default is not cured by Tenant in the time and manner set forth in the Lease after written notice from Landlord. No sublessee or assignee (other than a permitted Affiliate assignee) shall be entitled to constitute Subtenantexercise said option. In the event of an assignment to a permitted Affiliate assignee under Article Ten of the Lease (as amended by Section 23 below) as of the time of Tenant’s irrevocable waiver exercise of said option under this renewal option); and
(v) all Sublease terms for Section 15 or as of the Second Renewal Term Period Commencement date, then, at Landlord’s election, any exercise of said option under this Section 15 and the amendment contemplated by Section 15(d) must be signed by both the original named Tenant and each such permitted Affiliate assignee in order to be effective (unless, however, the original named Tenant no longer exists as a separate and distinct entity as a direct result of the transaction giving rise to the assignment to such permitted Affiliate assignee, such as is the case of a merger, in which event only the permitted Affiliate assignee shall be obligated to execute such renewal exercise notice and amendment hereunder). Notwithstanding anything herein to the same contrary, Landlord shall have the right, at its election, to waive any of the conditions precedent to Tenant's valid exercise of its renewal rights under this Section 15, as specified for the First Renewal Term such conditions are described above in this Section 15(b), whereupon Tenant's prior exercise of this Sublease, except that (a) there such renewal rights shall be no further option valid and in full force and effect in all respects. Any such waiver by Landlord must be in writing to renew or extend be effective for purposes of the Term of this Sublease, (b) there shall be no allowances or inducements payable by Sublandlord during the Second Renewal Term, and preceding sentence.
(c) Base Rent per square foot of Rentable Area of the Premises payable during the Second Renewal Term shall be agreed upon by Period with respect to all space included in the parties in good faith negotiations commencing with reasonable promptness after Sublandlord’s receipt Premises as of the Second Renewal NoticePeriod Commencement Date, as well as corresponding concessions, shall be equal to the Market Rental Rate (as hereinafter defined). Landlord shall give Tenant written notice of Landlord’s good faith determination of the Market Rental Rate (including concessions) (“Landlord’s Determination”) within thirty (30) days following Tenant's request therefor, provided that Tenant’s written request shall be given no earlier than eighteen (18) months prior to the Second Renewal Period Commencement Date; provided, however, that if the parties have Tenant has not agreed in writing as requested same prior to the rate or rates of Base Rent date that will be payable during is thirteen (13) months prior to the Second Renewal Term Period Commencement Date, and if Tenant has then exercised its option under this Section 15, Landlord shall provide Tenant with Landlord’s Determination no later than the date that is twelve (12) months prior to the Second Renewal Period Commencement Date.
(d) If Tenant has validly exercised said renewal option, then within ninety thirty (9030) days after Sublandlord’s receipt the request of either party and final determination of the Market Rental Rate, Landlord and Tenant shall enter into a written amendment to the Lease confirming the terms, conditions and provisions applicable to the Second Renewal NoticePeriod as determined in accordance herewith, then Sublandlord may terminate with such negotiations by written notice delivered to Subtenant on or after that date and prior revisions to the parties’ execution rental provisions of the Lease as may be necessary to conform such written agreement confirming provisions to the Base Rent, whereupon Subtenant’s election Market Rental Rate.
(e) Tenant shall have no right to renew or extend the Term for term of the Lease beyond the Second Renewal Term shall be null and void and the Term shall expire on the last day of the First Renewal Term; and
(vi) Sublandlord and Subtenant shall promptly execute and deliver to one another an amendment to this Sublease, in reasonable form prepared by Sublandlord and acceptable to Subtenant in its reasonable discretion, confirming Subtenant’s exercise of its option hereunder and the Base Rent payable during the Second Renewal Term. Notwithstanding anything to the contrary contained in this Section 1.3, the failure of the parties to execute such amendment shall not be deemed to rescind Subtenant’s notice of its exercise of the Second Renewal Option, and Subtenant shall remain bound by the terms of this Section 1.3Period hereunder.
Appears in 1 contract
Second Renewal Option. Provided that Subtenant timely exercises As long as Tenant is not in default in the performance of its option for the First Renewal Termcovenants under this Lease, Subtenant is hereby also granted Landlord shall grant Tenant the option to extend renew (the Term "Second Renewal Option") the term of this Sublease, with respect to all Lease for a period of the Sublet Premises as then constituted, in “as-is” condition, for one sixty (160) consecutive additional period commencing on the day following the last day of the First Renewal Term and ending on January 24, 2020 months (the “"Second Renewal Term”"), on . Tenant shall exercise the following Second Renewal Option by delivering written notice of such election to Landlord at least twelve (12) months prior to the expiration of the initial term of this Lease. The renewal of this Lease shall be upon the same terms and conditions:
conditions of this Lease, except (i) No Event of Default shall exist, either at the time of Subtenant’s giving of its renewal notice to Sublandlord or at the commencement of the Second Renewal Term (unless Sublandlord elects, in its sole discretion, to waive such condition);
(ii) Sublandlord shall have made a good faith determination that Subtenant remains creditworthy;
(iii) Subtenant shall not have previously assigned this Sublease or sublet all or any portion of the Sublet Premises (except to a Related Party);
(iv) Subtenant shall have delivered to Sublandlord written notice of Subtenant’s election to exercise this option (the “Second Renewal Notice”) not less than 240 days nor more than 395 days prior to the last day of the First Renewal Term (time being of the essence, and Subtenant’s failure to timely deliver the Second Renewal Notice being agreed to constitute Subtenant’s irrevocable waiver of this renewal option); and
(v) all Sublease terms for the Second Renewal Term shall be the same as specified for the First Renewal Term of this Sublease, except that (a) there shall be no further option to renew or extend the Term of this Sublease, (b) there shall be no allowances or inducements payable by Sublandlord during the Second Renewal Term, and (c) Base Rent payable Rental Rate during the Second Renewal Term shall be agreed upon by calculated based on the parties in good faith negotiations commencing with reasonable promptness after Sublandlord’s receipt prevailing Market Base Rental Rate at the time the Second Renewal Term commences, (ii) Tenant shall have no option to renew this Lease beyond the expiration of the Second Renewal Notice; provided, however, that if Term and (iii) Tenant shall not have the parties have not agreed in writing as right to the rate or rates of Base Rent that will be payable during the Second Renewal Term within ninety (90) days after Sublandlord’s receipt assign its renewal rights to any sublessee of the Second Renewal NoticePremises or any portion thereof or to any assignee of the Lease, then Sublandlord nor may terminate any such negotiations by written notice delivered to Subtenant on sublessee or after that date and prior to assignee exercise or enjoy the parties’ execution benefit of such written agreement confirming renewal rights, except for those parties referenced in paragraph 11(d) of the Base RentLease. Notwithstanding the foregoing, whereupon Subtenant’s election Tenant shall have no right to extend the Term for the Second Renewal Term exercise such option to renew, and Landlord shall have no obligation to renew this Lease, unless (A) this Lease shall be null in full force and void and effect upon the Term shall expire on the last day date of the First Renewal Term; and
(vi) Sublandlord and Subtenant shall promptly execute and deliver to one another an amendment to this Sublease, in reasonable form prepared by Sublandlord and acceptable to Subtenant in its reasonable discretion, confirming Subtenant’s exercise of its option hereunder and the Base Rent payable during the Second Renewal Term. Notwithstanding anything to the contrary contained in this Section 1.3, the failure of the parties to execute such amendment shall not be deemed to rescind Subtenant’s notice of its exercise of the Second Renewal OptionOption and upon the date of the expiration of the original term, and Subtenant (B) on the date of the exercise of the Second Renewal Option and on the date of the expiration of the original term there shall exist no current default on the part of Tenant under this Lease. If Tenant shall fail to exercise the Second Renewal Option within the time permitted or conditions (A) and (B) set forth above are not entirely satisfied, the Second Renewal Option shall automatically terminate, this Lease shall expire at the expiration of the First Renewal Term and Tenant shall have no further right thereafter to renew this Lease or to acquire any interest whatsoever in the Premises. If Tenant shall remain bound in possession of the Premises after the expiration of the First Renewal Term without there having been executed between Landlord and Tenant an amendment to this Lease as contemplated by the terms of this Section 1.3Section, then Tenant shall be a Tenant holding over as provided in this Lease.
Appears in 1 contract
Second Renewal Option. Provided that Subtenant timely exercises Subject to the provisions hereinafter set forth, if Tenant has validly exercised its first renewal option for the First Renewal Termunder Paragraph 9 above, Subtenant is then Landlord hereby also granted the grants to Tenant an additional option to extend the Term of this Sublease, with respect to all term of the Sublet Lease for all or a “Second Renewal Designated Portion” (as hereinafter defined) of the Premises on the same terms, conditions and provisions as then constitutedcontained in the Lease, in “as-is” conditionexcept as otherwise provided herein, for one (1) consecutive additional period commencing on the day following the last day of the First Renewal Term and ending on January 24, 2020 five (5) years (the “Second Renewal TermPeriod”), on ) after the following terms and conditions:
(i) No Event of Default shall exist, either at the time of Subtenant’s giving of its renewal notice to Sublandlord or at the commencement expiration of the First Renewal Period, which Second Renewal Term (unless Sublandlord electsPeriod shall commence on October 1, in its sole discretion, to waive such condition);
(ii) Sublandlord shall have made a good faith determination that Subtenant remains creditworthy;
(iii) Subtenant shall not have previously assigned this Sublease or sublet all or any portion of the Sublet Premises (except to a Related Party);
(iv) Subtenant shall have delivered to Sublandlord written notice of Subtenant’s election to exercise this option 2019 (the “Second Renewal NoticePeriod Commencement Date”) and end on the day before the fifth (5th) anniversary of the Second Renewal Period Commencement Date.
(a) Said option shall be exercisable by written notice from Tenant to Landlord of Tenant's election to exercise said option given not less later than 240 days nor more than 395 days the date which is nine (9) months prior to the last day of the First Second Renewal Term (Period Commencement Date, time being of the essence. If Tenant's option is not so exercised, said option shall thereupon expire. Tenant shall have the right, as past of its exercise notice, to designate only a portion of the Premises (the “Second Renewal Designated Portion”) for which the Term shall be extended, provided that such Second Renewal Designated Portion (i) shall be no less than fifty percent (50%) of the Rentable Area of the initial Premises hereunder (i.e., meaning the Existing Premises and the Additional Premises, as described herein), and Subtenant’s failure (ii) must include in any event, all space included as part of the then Premises on any given floor at the Building (e.g., if Tenant desires the fifth floor of the Premises to timely deliver be included as part of the Second Renewal Notice being agreed to constitute Subtenant’s irrevocable waiver of this renewal option); and
(v) all Sublease terms for Designated Portion, then the Second Renewal Designated Portion must include the entire fifth floor space then included as part of the Premises, and may not include only a portion of such space). If Tenant properly exercises its renewal option designating a Second Renewal Designated Portion meeting the criteria as described above, then the Term of the Lease shall expire as to the balance of the Premises on the then stated expiration date, without regard to any such extension or renewal hereunder. If Tenant does not properly designate a Second Renewal Designated Portion meeting the above stated criteria as part of its exercise notice, then Tenant shall be deemed, as part of any renewal exercise notice hereunder, to have exercised its renewal option as to the same entire then Premises.
(b) Unless Landlord otherwise agrees (at its sole discretion), Tenant may only exercise said option, and an exercise thereof shall only be effective, if at the time of Tenant's exercise of said option and on the Second Renewal Period Commencement Date, the Lease is in full force and effect and Tenant is not (i) in monetary default under the Lease or (ii) in non-monetary default under the Lease, and in either event, such default is not cured by Tenant in the time and manner set forth in the Lease after written notice from Landlord, and (inasmuch as specified said option is intended only for the First Renewal Term benefit of the original Tenant named in this SubleaseAmendment) not less than fifty percent (50%) of the Rentable Area of the then Premises are occupied by the original Tenant named in this Amendment and/or one or more permitted Affiliates under Article Ten of the Lease, except that and said Tenant has not assigned the Lease (aother than to a permitted Affiliate) there or sublet greater than fifty percent (50%) of the Rentable Area of the then Premises (other than to one or more permitted Affiliates). Without limitation of the foregoing, no sublessee or assignee (other than a permitted Affiliate assignee) shall be entitled to exercise said option, and, unless Landlord otherwise agrees (at its sole discretion), no further exercise of said option by the original Tenant named in this Amendment or by a permitted Affiliate assignee shall be effective in the event said Tenant assigns the Lease (other than a permitted Affiliate assignee), or subleases greater than fifty percent (50%) of the Rentable Area of the then Premises (other than to one or more permitted Affiliates) prior to the Second Renewal Period Commencement Date. In the event of an assignment to a permitted Affiliate assignee under Article Ten of the Lease as of the time of Tenant's exercise of said option under this Paragraph 10 or as of the Second Renewal Period Commencement date, then, at Landlord's election, any exercise of said option under this Paragraph 10 must be signed by both the original named Tenant and each such permitted Affiliate assignee in order to be effective (unless, however, the original named Tenant no longer exists as a separate and distinct entity as a direct result of the transaction giving rise to the assignment to such permitted Affiliate assignee, such as is the case of a merger, in which event only the permitted Affiliate assignee shall be obligated to execute such renewal exercise notice hereunder). Notwithstanding anything herein to the contrary, Landlord shall have the right, at its election, to waive any of the conditions precedent to Tenant's valid exercise of its renewal rights under this Paragraph 10, as such conditions are described above in this Paragraph 10(b), whereupon Tenant's prior exercise of such renewal rights shall be valid and in full force and effect in all respects. Any such waiver by Landlord must be in writing to be effective for purposes of the preceding sentence.
(c) Rent per square foot of Rentable Area of the Premises payable during the Second Renewal Period with respect to all space included in the Premises as of the Second Renewal Period Commencement Date, as well as corresponding concessions, shall be equal to the Market Rental Rate (as hereinafter defined). Landlord shall give Tenant written notice of the Market Rental Rate (including concessions) within thirty (30) days following Tenant's request therefor, provided that Tenant's written request shall be given no earlier than twelve (12) months prior to the Second Renewal Period Commencement Date.
(d) If Tenant has validly exercised said renewal option, then within thirty (30) days after the request of either party and final determination of the Market Rental Rate, Landlord and Tenant shall enter into a written amendment to the Lease confirming the terms, conditions and provisions applicable to the Second Renewal Period as determined in accordance herewith, with such revisions to the rental provisions of the Lease as may be necessary to conform such provisions to the Market Rental Rate.
(e) Tenant shall have no right to renew or extend the Term term of this Sublease, (b) there shall be no allowances or inducements payable by Sublandlord during the Lease beyond the Second Renewal Term, and (c) Base Rent payable during the Second Renewal Term shall be agreed upon by the parties in good faith negotiations commencing with reasonable promptness after Sublandlord’s receipt of the Second Renewal Notice; provided, however, that if the parties have not agreed in writing as to the rate or rates of Base Rent that will be payable during the Second Renewal Term within ninety (90) days after Sublandlord’s receipt of the Second Renewal Notice, then Sublandlord may terminate such negotiations by written notice delivered to Subtenant on or after that date and prior to the parties’ execution of such written agreement confirming the Base Rent, whereupon Subtenant’s election to extend the Term for the Second Renewal Term shall be null and void and the Term shall expire on the last day of the First Renewal Term; and
(vi) Sublandlord and Subtenant shall promptly execute and deliver to one another an amendment to this Sublease, in reasonable form prepared by Sublandlord and acceptable to Subtenant in its reasonable discretion, confirming Subtenant’s exercise of its option hereunder and the Base Rent payable during the Second Renewal Term. Notwithstanding anything to the contrary contained in this Section 1.3, the failure of the parties to execute such amendment shall not be deemed to rescind Subtenant’s notice of its exercise of the Second Renewal Option, and Subtenant shall remain bound by the terms of this Section 1.3Period hereunder.
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Second Renewal Option. Provided (a) Subject to the provisions of Section 33.03(b), provided that Subtenant timely exercises its option for (i) Tenant shall have exercised the First Renewal TermOption and such exercise was of a Five Year Renewal Option, Subtenant and (ii) on the date Tenant exercises the Second Renewal Option (A) this Lease is hereby also granted in full force and effect, (B) no Event of Default shall have occurred and be continuing and (C) Tenant and Tenant’s Affiliates shall Occupy at least 3 full Floors, Tenant shall have the option (the “Second Renewal Option”; the First Renewal Option and the Second Renewal Option are each a “Renewal Option” and collectively, the “Renewal Options”) to extend the Term term of this Sublease, with respect to all of the Sublet Premises as then constituted, in “as-is” condition, Lease for one (1) consecutive an additional 5 year period commencing on the day following the last day of the First Renewal Term and ending on January 24, 2020 (the “Second Renewal Term”; the First Renewal Term and the Second Renewal Term are each a “Renewal Term”), to commence on the following terms 5th anniversary of the commencement date of the First Renewal Term and conditions:end on the day immediately preceding the 5th anniversary of the commencement date of the Second Renewal Term.
(b) The Second Renewal Option shall be exercised with respect to (i) No Event the entire Premises as the same is constituted as of Default the date of the Second Renewal Notice (it being understood that, for purposes of the Second Renewal Option (including the determination of what constitutes a Renewal Portion for the Second Renewal Option), the term “Premises” shall exist, either also include any Accepted Offer Space not yet delivered to Tenant at the time of Subtenant’s the giving of its renewal notice to Sublandlord or at the commencement of the Second Renewal Term (unless Sublandlord electsNotice), in its sole discretion, to waive such condition);
or (ii) Sublandlord a Renewal Portion (the space as to which Tenant exercises the Second Renewal Option is called the “Second Renewal Premises”; the First Renewal Premises and Second Renewal Premises are each a “Renewal Premises). The Second Renewal Option shall have made a good faith determination that Subtenant remains creditworthy;
(iii) Subtenant shall not have previously assigned this Sublease or sublet all or any portion of the Sublet Premises (except be exercisable by Tenant giving notice to a Related Party);
(iv) Subtenant shall have delivered to Sublandlord written notice of Subtenant’s election to exercise this option Landlord (the “Second Renewal Notice”; the First Renewal Notice and the Second Renewal Notice are each a “Renewal Notice”), which notice shall (A) not less than 240 days nor more than 395 days be given by Tenant on or before the date that is 24 months prior to the last day expiration date of the First Renewal Term (time being of the essence, “Second Renewal Outside Date”) and Subtenant’s failure to timely deliver (B) indicate whether Tenant is exercising the Second Renewal Notice being agreed Option as to constitute Subtenant’s irrevocable waiver the entire Premises or a Renewal Portion, and, in the latter case, shall describe and delineate the Renewal Portion. Time is of this renewal option); and
(v) all Sublease terms for the Second Renewal Term shall be essence with respect to the same as specified for the First Renewal Term of this Sublease, except that (a) there shall be no further option to renew or extend the Term of this Sublease, (b) there shall be no allowances or inducements payable by Sublandlord during the Second Renewal Term, and (c) Base Rent payable during the Second Renewal Term shall be agreed upon by the parties in good faith negotiations commencing with reasonable promptness after Sublandlord’s receipt giving of the Second Renewal Notice; provided. If Tenant timely delivers a Second Renewal Notice which delineates a portion of the Premises which is not a Renewal Portion, however, that then Landlord shall give notice thereof to Tenant (including reasonably sufficient detail regarding the reasons such portion of the Premises does not constitute a Renewal Portion) and if Tenant fails to correct such Second Renewal Notice (by giving a revised Second Renewal Notice which delineates a Renewal Portion or the parties have not agreed in writing as to the rate or rates of Base Rent that will be payable during entire then Premises) within 10 Business Days after the Second Renewal Term within ninety (90) days after Sublandlord’s receipt of the Second Renewal NoticeOutside Date, then Sublandlord may terminate such negotiations by written notice delivered to Subtenant on or after that date and prior to the parties’ execution of such written agreement confirming the Base Rent, whereupon Subtenant’s election to extend the Term for the Second Renewal Term Tenant shall be null and void and the Term shall expire on the last day of the First Renewal Term; and
(vi) Sublandlord and Subtenant shall promptly execute and deliver to one another an amendment to this Sublease, in reasonable form prepared by Sublandlord and acceptable to Subtenant in its reasonable discretion, confirming Subtenant’s exercise of its option hereunder and the Base Rent payable during the Second Renewal Term. Notwithstanding anything to the contrary contained in this Section 1.3, the failure of the parties to execute such amendment shall not be deemed to rescind Subtenant’s notice of its exercise of have waived the Second Renewal Option. If Tenant timely delivers the Second Renewal Notice but fails to indicate whether Tenant is exercising the Second Renewal Option with respect to the entire Premises or a Renewal Portion, and Subtenant then Tenant shall remain bound by conclusively be deemed to have exercised the terms of this Section 1.3Second Renewal Option as to the entire Premises.
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