Common use of Tenant’s Break Option Clause in Contracts

Tenant’s Break Option. 47.1 If the Tenant shall desire to give up possession of the Property and does not desire the tenancy created by this lease to be continued then the Tenant may determine the term on the Break Date subject to complying with the following conditions precedent: (a) the Tenant shall give to the Landlord not less than six months’ written notice (Break Notice) prior to the Break Date; and (b) as at the Break Date the Annual Rent, and any VAT in respect of it for the period prior to and up to the next Rent Payment Date has been paid to the Landlord in full in cleared funds; and (c) the Tenant ceases to occupy the Property on the Break Date free of any interest estate or occupation of and any charges or mortgages created by the Tenant or any person deriving title under the Tenant, THEN subject to compliance with the aforementioned conditions precedent (but subject to the right of the Landlord to waive compliance with all or some of the conditions by giving written notice to the Tenant at any time) the term shall determine but without prejudice to the rights and remedies of either party against the other in respect of any antecedent claim or breach of covenant or obligation AND it is agreed that time shall be of the essence for the purposes of this clause. 47.2 If the term terminates in accordance with Clause 47.1 then within 28 days after the Break Date the Landlord shall refund to the Tenant the proportion of the Annual Rent, and the Insurance Rent paid by the Tenant in advance relating to the period from and excluding the Break Date calculated on a daily basis. 47.3 If the Tenant does not serve a Break Notice then for a period of sixteen months from and including the Break Date (Half Rent Period) the Annual Rent payable under this Lease during the Half Rent Period shall be half the Annual Rent payable under this Lease (exclusive of VAT) and immediately following the expiry of the Half Rent Period the full Annual Rent (exclusive of VAT) shall immediately become due and payable to the Landlord and to be apportioned for any period less than a full quarter. This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

Tenant’s Break Option. 47.1 If 7.1 Notwithstanding the Tenant shall desire to give up possession length of the Property and does not desire the tenancy created by this lease to be continued then Term, the Tenant may determine the term terminate this Lease on the Break Option Date subject to complying with the following conditions precedent: (a) the Tenant shall give to in clause 7.2 being satisfied on that date by giving the Landlord not less than six months’ twelve (12) Months notice in writing (and time shall be of the essence in regard to such written notice (Break Noticenotice) prior to the Break Date; and Option Date (bthe “Option Notice”) as at and subject also to receipt by the Break Date Landlord from the Annual Rent, and Tenant on or before the service of the Option Notice of the clear sum equal to six (6) Months Basic Rent then payable under this Lease together with any VAT payable in respect of it for that sum. If an Option Notice is duly given in accordance with the period prior to and up to the next Rent Payment Date has been paid to the Landlord in full in cleared funds; and (c) the Tenant ceases to occupy the Property provisions of this clause 7 this Lease will determine on the Break Date free of any interest estate or occupation of and any charges or mortgages created by the Tenant or any person deriving title under the Tenant, THEN subject to compliance with the aforementioned conditions precedent (but subject to the right of the Landlord to waive compliance with all or some of the conditions by giving written notice to the Tenant at any time) the term shall determine applicable date for termination but without prejudice to the rights and remedies of either party against the other in respect of any antecedent breach of any of the covenants obligations or conditions contained in or arising under this Lease. 7.2 The Tenant shall prior to or on the applicable date for termination of this Lease ensure that the following conditions are complied with, namely that: (a) all Basic Rent, Service Charge, Basement Service Charge, Public Area Service Charge, Museum or Cultural Facility Rent, Insurance Rent and any and all other rents payments and outgoings due or payable under this Lease up to and including the relevant Break Option Date have been paid in full to the Landlord or as the Landlord may direct provided however that, except for Basic Rent and any sums that have already been invoiced or demanded in writing, the Landlord will (if requested in writing to do so) provide a statement of all payments required as aforesaid in order for the Tenant to comply with this paragraph (a) (but any error or omission in any such statement shall not otherwise prejudice or affect the Landlord’s right to recover the correct or omitted sums); and (b) vacant possession of the whole of the Premises is given to the Landlord free from encumbrances and free from any claims or potential claims under the Landlord and Tenant Acts 1967 to 2010 or otherwise (and so that the provisions of clause 4.8.4 shall apply to “vacant possession”); and (i) the original of this Lease or if the original of this Lease has been lost or destroyed a statutory declaration satisfactory to the Landlord (acting reasonably) confirming this and the relevant circumstances and confirming that the original of the Lease has not been pledged or lodged with any person by way of security and is not subject to any lien, claim or breach encumbrance of covenant any kind; (ii) if applicable, a duly executed release of any mortgage, charge or obligation AND it is agreed that time shall be encumbrance over this Lease or affecting the lessees interest in the Premises; (iii) if applicable, evidence satisfactory to the Landlord of the essence valid termination of any sub-lease, licence, concession or any other interest in or affecting the Premises or any part of it; and (iv) if requested by the Landlord at least one month prior to the Termination of the Term, a duly executed assignment or surrender in favour of the Landlord or as the Landlord may direct together with all documents and declarations reasonably required in connection with the same or the registration of the same 7.3 Where the Tenant exercises its right of termination pursuant to this clause 7 and the Tenant is a capital goods owner for VAT purposes and any such capital goods (as defined in the purposes VAT Act) remain within the Premises, the Landlord hereby undertakes to be responsible for all obligations under Chapter 2 of Part 8 of the VAT Act in respect of such capital goods from the date this clauseLease is terminated. The Tenant shall promptly provide to the Landlord copies of Capital Goods Records (as defined in Section 64(12) of the VAT Act) as required in respect of the capital goods transferred. 47.2 If the term terminates 7.4 Notwithstanding service of an Option Notice in accordance with Clause 47.1 then within 28 days after the Break Date the Landlord shall refund to this clause 7, the Tenant covenants to fully perform observe and comply with the proportion covenants and obligations on the part of the Annual Rent, Tenant and the Insurance Rent paid by the Tenant conditions contained in advance relating or arising under this Lease up to the period from and excluding the Break Date calculated on a daily basis. 47.3 If the Tenant does not serve a Break Notice then for a period of sixteen months from and including the Break Date (Half Rent Period) the Annual Rent payable under this Lease during the Half Rent Period shall be half the Annual Rent payable under this Lease (exclusive of VAT) and immediately following the expiry of the Half Rent Period the full Annual Rent (exclusive of VAT) shall immediately become due and payable to the Landlord and to be apportioned for any period less than a full quarter. This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of itOption Date.

Tenant’s Break Option. 47.1 If 6.1 Notwithstanding the Tenant shall desire to give up possession length of the Property and does not desire the tenancy created by this lease to be continued then Term, the Tenant may determine the term terminate this Lease on the Break Option Date subject to complying with the following conditions precedent: (a) the Tenant shall give to in clause 7.2 being satisfied on that date by giving the Landlord not less than six months’ twelve (12) Months notice in writing (and time shall be of the essence in regard to such written notice (Break Noticenotice) prior to the Break Date; and Option Date (bthe “Option Notice”) as at and subject also to receipt by the Break Date Landlord from the Annual Rent, and Tenant on or before the service of the Option Notice of the clear sum equal to six (6) Months Basic Rent then payable under this Lease together with any VAT payable in respect of it for that sum. If an Option Notice is duly given in accordance with the period prior to and up to the next Rent Payment Date has been paid to the Landlord in full in cleared funds; and (c) the Tenant ceases to occupy the Property provisions of this clause 7 this Lease will determine on the Break Date free of any interest estate or occupation of and any charges or mortgages created by the Tenant or any person deriving title under the Tenant, THEN subject to compliance with the aforementioned conditions precedent (but subject to the right of the Landlord to waive compliance with all or some of the conditions by giving written notice to the Tenant at any time) the term shall determine applicable date for termination but without prejudice to the rights and remedies of either party against the other in respect of any antecedent breach of any of the covenants obligations or conditions contained in or arising under this Lease. 6.2 The Tenant shall prior to or on the applicable date for termination of this Lease ensure that the following conditions are complied with, namely that: (a) all Basic Rent, Service Charge, Basement Service Charge, Public Area Service Charge, Museum or Cultural Facility Rent, Insurance Rent and any and all other rents payments and outgoings due or payable under this Lease up to and including the relevant Break Option Date have been paid in full to the Landlord or as the Landlord may direct provided however that, except for Basic Rent and any sums that have already been invoiced or demanded in writing, the Landlord will (if requested in writing to do so) provide a statement of all payments required as aforesaid in order for the Tenant to comply with this paragraph (a) (but any error or omission in any such statement shall not otherwise prejudice or affect the Landlord’s right to recover the correct or omitted sums); and (b) vacant possession of the whole of the Premises is given to the Landlord free from encumbrances and free from any claims or potential claims under the Landlord and Tenant Acts 1967 to 2010 or otherwise (and so that the provisions of clause 4.8.4 shall apply to “vacant possession”); and (i) the original of this Lease or if the original of this Lease has been lost or destroyed a statutory declaration satisfactory to the Landlord (acting reasonably) confirming this and the relevant circumstances and confirming that the original of the Lease has not been pledged or lodged with any person by way of security and is not subject to any lien, claim or breach encumbrance of covenant any kind; (ii) if applicable, a duly executed release of any mortgage, charge or obligation AND it is agreed that time shall be encumbrance over this Lease or affecting the lessees interest in the Premises; (iii) if applicable, evidence satisfactory to the Landlord of the essence valid termination of any sub-lease, licence, concession or any other interest in or affecting the Premises or any part of it; and (iv) if requested by the Landlord at least one month prior to the Termination of the Term, a duly executed assignment or surrender in favour of the Landlord or as the Landlord may direct together with all documents and declarations reasonably required in connection with the same or the registration of the same 6.3 Where the Tenant exercises its right of termination pursuant to this clause 7 and the Tenant is a capital goods owner for VAT purposes and any such capital goods (as defined in the purposes VAT Act) remain within the Premises, the Landlord hereby undertakes to be responsible for all obligations under Chapter 2 of Part 8 of the VAT Act in respect of such capital goods from the date this clauseLease is terminated. The Tenant shall promptly provide to the Landlord copies of Capital Goods Records (as defined in Section 64(12) of the VAT Act) as required in respect of the capital goods transferred. 47.2 If the term terminates 6.4 Notwithstanding service of an Option Notice in accordance with Clause 47.1 then within 28 days after the Break Date the Landlord shall refund to this clause 7, the Tenant covenants to fully perform observe and comply with the proportion covenants and obligations on the part of the Annual Rent, Tenant and the Insurance Rent paid by the Tenant conditions contained in advance relating or arising under this Lease up to the period from and excluding the Break Date calculated on a daily basis. 47.3 If the Tenant does not serve a Break Notice then for a period of sixteen months from and including the Break Date (Half Rent Period) the Annual Rent payable under this Lease during the Half Rent Period shall be half the Annual Rent payable under this Lease (exclusive of VAT) and immediately following the expiry of the Half Rent Period the full Annual Rent (exclusive of VAT) shall immediately become due and payable to the Landlord and to be apportioned for any period less than a full quarter. This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of itOption Date.

Tenant’s Break Option. 47.1 9.1 If the Tenant shall desire desires to give up possession determine the Term at the expiration of the Property last day of the fifth (5th) year of the Term (“the Determination Date”) and does not desire the tenancy created by this lease to be continued then the Tenant may determine the term on the Break Date subject to complying with the following conditions precedent: (a) the Tenant shall give gives to the Landlord not less than six months’ written twelve (12) month’s prior notice (Break Notice) prior in writing of its intention to the Break Date; and (b) as at the Break Date the Annual Rentso do, and any VAT in respect of it for the period prior such notice to and up to the next Rent Payment Date has been paid be accompanied by a bank draft payable to the Landlord in full in cleared funds; and for a sum equivalent to three (c3) the Tenant ceases to occupy the Property on the Break Date free of any interest estate or occupation of month’s rent and any charges or mortgages created by the Tenant or any person deriving title under the Tenant, THEN subject to compliance with the aforementioned conditions precedent (but subject following conditions, it shall be entitled to do so; 9.1.1 it discharging the Rent and all and any other sums due under this Lease duly apportioned up to the right Determination Date. 9.1.2 upon the Tenant being in compliance with the material covenants on the Tenant’s part and the conditions herein contained up to the Determination Date. 9.1.3 the Tenant discharges, on or prior to the Determination Date, all VAT (if any) arising as a result of the termination of this Lease which the Tenant is the responsible party for in accordance with the VAT Act; 9.1.4 the Tenant delivers up to the Landlord on or before the Determination Date the Demised Premises with vacant possession of the entire thereof; 9.1.5 the Tenant furnishes to the Landlord, on or prior to the Determination Date, evidence of payment of rates payable in respect of the Demised Premises up to the Determination Date; 9.1.6 the Tenant furnishes to the Landlord, on or prior to the Determination Date, the original of this Lease, a duly executed and stamped deed of surrender of this Lease in favour of the Landlord, a duly executed release of any mortgage, charge or encumbrance thereover, evidence of termination of any sub-leases of the Demised Premises, and the originals of any material documents relating to this Lease furnished by the Landlord to waive compliance with all or some of the conditions by giving written notice to the Tenant at any time) on the term execution of this Lease. 9.2 The Term shall determine cease on the Determination Date, but without prejudice to the rights and remedies of either party the Landlord or the Tenant against the other in respect of any antecedent claim or breach of covenant any of the covenants or obligation AND it is agreed that time conditions contained in this Lease. 9.3 Time shall be of the essence in the performance of the Tenant’s obligations under this Clause. 9.4 For the avoidance of doubt, the break option provided for in this Clause 9 is for the purposes sole benefit of this clauseFlamel Ireland Limited and shall not be for the benefit of its successors in title or assigns. 47.2 If the term terminates in accordance with Clause 47.1 then within 28 days after the Break Date the Landlord shall refund to the Tenant the proportion of the Annual Rent, and the Insurance Rent paid by the Tenant in advance relating to the period from and excluding the Break Date calculated on a daily basis. 47.3 If the Tenant does not serve a Break Notice then for a period of sixteen months from and including the Break Date (Half Rent Period) the Annual Rent payable under this Lease during the Half Rent Period shall be half the Annual Rent payable under this Lease (exclusive of VAT) and immediately following the expiry of the Half Rent Period the full Annual Rent (exclusive of VAT) shall immediately become due and payable to the Landlord and to be apportioned for any period less than a full quarter. This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.