Term and Possession. (a) Subject to and upon the terms and conditions set forth herein, the Term of this Lease shall be for the period specified in the Basic Lease Information. The Term shall commence on the earlier of (i) the date that the Premises is delivered to Tenant free and clear of any third-party occupancy and (ii) the date that Tenant first commences normal business operation from the Premises (the “Commencement Date”). In the event of the inability of Landlord to deliver possession of the Premises for any reason whatsoever, including, without limitation, the vacating of the Premises by the prior tenant of the Premises, neither Landlord nor its agents shall be liable for any damage caused thereby, nor shall this Lease thereby become void or voidable, however, in such event Tenant shall not be liable for any rent until the actual occurrence of the Commencement Date. Notwithstanding the foregoing to the contrary, if, for any reason, Landlord has not delivered possession of the Premises to Tenant as described in clause (i) above as of January 1, 2020, Tenant, as Tenant’s sole remedy, will have the right to terminate this Lease by written notice delivered to Landlord at any time prior to Landlord’s delivery of possession of the Premises to Tenant; provided, however, that such January 1, 2020 date shall be extended so long as Landlord is using its good faith and diligent efforts to deliver possession of the Premises to Tenant (by unlawful detainer or otherwise). Within thirty (30) days after the Commencement Date, Landlord and Tenant shall execute an amendment to this Lease (“First Amendment to Lease and Acknowledgment”) setting forth the Commencement Date and the expiration date of the term of the Lease, which shall be in the form attached hereto as Exhibit B. (b) Tenant shall have the one-time option to terminate and cancel the Lease effective on the last day of the eighty-fifth (85th) month after the Commencement Date (the “Termination Date”), which right is contingent upon Tenant paying to Landlord the “Termination Consideration” (as defined below) concurrent with Tenant’s delivery of the Termination Notice (as defined below). To exercise such termination option, Tenant must deliver to Landlord on or before January 1, 2025, irrevocable written notice of Tenant’s exercise of such option (the “Termination Notice”) and the amount of the Termination Consideration. As used herein, the “Termination Consideration” shall mean the amount equal to Two Million and No/100ths Dollars ($2,000,000.00). Failure by Tenant to timely pay the Termination Consideration shall terminate Tenant’s option to terminate this Lease. If Tenant properly and timely exercises the termination option in this Section 4(b), this Lease shall expire at midnight on the Termination Date and Tenant shall be required to surrender the Premises to Landlord on or prior to such Termination Date in accordance with the applicable provisions of this Lease. The option to terminate set forth in this Section 4(b) is personal to the original Tenant executing this Lease and may not be assigned, voluntarily or involuntarily, separate from or as part of this Lease. At Landlord’s option, all rights of Tenant under this Section 4(b) shall terminate and be of no force or effect if any of the following individual events occur or any combination thereof occur: (1) Tenant has been in default beyond any notice and cure period on more than one (1) occasion during any consecutive twelve (12) month period during the initial Term of the Lease, or is in default of any provision of this Lease on the date Landlord receives the Termination Notice; and/or (2) Tenant has assigned its rights and obligations under all or part of this Lease; and/or (3) Tenant has failed to exercise the early termination option set forth in this Section 4(b) in a timely manner and in strict accordance with the provisions of this Section 4(b).
Appears in 2 contracts
Samples: Net Lease Agreement (Confluent, Inc.), Net Lease Agreement (Confluent, Inc.)
Term and Possession. (a) Subject to and upon the terms and conditions set forth herein, the Term The term of this Lease shall be for (the period specified in the Basic Lease Information. The Term “Term”) shall commence on the earlier of (i) the date that the Premises is delivered to Tenant free and clear of any third-party occupancy and (ii) the date that Tenant first commences normal business operation from the Premises May 1, 2007 (the “Commencement Date”) and, unless sooner terminated pursuant to the express provisions of this Lease, shall expire on the Expiration Date (as defined below). In The “Expiration Date” shall be the event day which is one day prior to the third anniversary of the inability Commencement Date, unless the Lease is sooner terminated pursuant to the express provisions of this Lease. If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant on the Scheduled Commencement Date, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom. Notwithstanding the foregoing, if Landlord fails to deliver possession of the Premises to Tenant with all of Landlord’s Work (as such term is defined in Section 2(b) below) substantially complete on or before May 1, 2007 (as extended day-for-day for any reason whatsoevereach day of Tenant Delay or Force Majeure Delay), including, without limitation, the vacating of the Premises by the prior tenant of the Premises, neither Landlord nor its agents shall be liable for any damage caused thereby, nor shall this Lease thereby become void or voidable, however, in such event then Tenant shall not be liable for any rent until the actual occurrence of the Commencement Date. Notwithstanding the foregoing to the contrary, if, for any reason, Landlord has not delivered possession of the Premises to Tenant as described in clause (i) above as of January 1, 2020, Tenant, as Tenant’s sole remedy, will have the right to terminate this Lease by providing written notice delivered to Landlord at any time prior to Landlord’s delivery within five (5) days after the expiration of possession of the Premises to Tenant; provided, however, that such January 1, 2020 date shall be extended so long as Landlord is using its good faith and diligent efforts to deliver possession of the Premises to Tenant (by unlawful detainer or otherwise)period. Within thirty five (305) business days after the Commencement Date, Landlord and Tenant the parties shall execute an amendment to this Lease (“First Amendment to Lease and Acknowledgment”) setting forth a letter confirming the Commencement Date and the expiration date certifying that Tenant has accepted delivery of the term of the LeasePremises, which shall be in the form attached hereto as Exhibit B.EXHIBIT “D” (the “Commencement Date Memorandum”). Either party’s failure to request execution of, or to execute, the Commencement Date Memorandum shall not in any way alter the Commencement Date.
(b) Notwithstanding the provisions of Paragraph 2(a), Tenant shall be entitled to early occupancy of the Premises at any time after the full execution of this Lease provided that (i) Tenant covenants and agrees that neither Tenant not Tenant’s employees, guests or invitees will interfere with the performance and completion of the Landlord’s Work, (ii) Landlord shall have no liability to Tenant for delays in completing the Landlord’s Work which result from, are caused by or arise out of the interference by Tenant or Tenant’s employees, guests or invitees in the performance of the Landlord’s Work, (iii) Tenant shall promptly comply with any and all requests made by Landlord or Landlord’s contractor(s) that Tenant remove its property from those areas in or around which Landlord is performing the Landlord Work, and (iv) Landlord shall not be liable for, Tenant hereby waives all claims which Tenant may have against Landlord Parties (as such term is defined in Section 10(a) below), and Tenant agrees to indemnify and hold harmless for any injury or damage to any person or property in or about the Premises resulting from or arising out of or in connection with the performance of Landlord’s Work, including without limitation interruption in the HVAC services provided to the Server room (unless arising from the negligence or willful misconduct of Landlord). Tenant’s early occupancy of the Premises shall be subject to all of the terms and conditions of this Lease, provided that (i) the term shall not begin until the Commencement Date, and (ii) Tenant shall not be obligated to pay monthly base Rent for the period from the delivery of early occupancy of the Premises until the Rent Commencement Date.
(c) Tenant shall accept the Premises in its “as-is” condition, provided, however, that Landlord shall at its sole expense, in a good and xxxxxxx-like manner, in compliance with applicable Laws and Regulations, and using Building standard materials and finishes, make those improvements to the Premises described in the separate work letter (“Work Letter”) attached hereto as EXHIBIT “B” (collectively, the “Landlord’s Work”):
(d) Landlord reserves from the leasehold estate hereunder (i) all exterior walls and windows bounding the Premises, and all space located within the Premises for vertical penetrations, conduits, electric and all other utilities, air-conditioning, sinks or other Building facilities, the use thereof and access thereto through the Premises for operation, maintenance, repair or replacement thereof, and (ii) the right from time to time, without unreasonable interference with Tenant’s use, to install, remove or relocate any of the foregoing for service to any part of the Building to locations that will not materially interfere with Tenant’s use of the Premises, to have access to and use of areas or facilities located within the Premises and serving or providing services to other parts of the Building (such as, by way of example only, risers, the plenum, the janitorial closet, and the elevator mechanical room located adjacent to the Building elevator), to make alterations or additions to the Building, to alter or relocate any other Common Area facility or any other common facility, and to make changes or alterations therein or enlargements thereof, provided that such changes do not increase Tenant’s obligations under the Lease in any material respect. Landlord shall use commercially reasonable efforts to minimize any material interference with Tenant’s business conducted at the Premises resulting from the performance of Landlord’s obligations under this Paragraph. Subject to the rights of Tenant specified in this Lease, Landlord shall have the one-time option sole and exclusive right to terminate possession and cancel the Lease effective on the last day control of the eighty-fifth (85th) month after the Commencement Date (the “Termination Date”)Common Areas, which right is contingent upon Tenant paying to Landlord the “Termination Consideration” (as defined below) concurrent with Tenant’s delivery all other public areas of the Termination Notice (as defined below). To exercise such termination option, Tenant must deliver to Landlord on or before January 1, 2025, irrevocable written notice of Tenant’s exercise of such option (the “Termination Notice”) Project and the amount of the Termination Consideration. As used herein, the “Termination Consideration” shall mean the amount equal to Two Million and No/100ths Dollars ($2,000,000.00). Failure by Tenant to timely pay the Termination Consideration shall terminate Tenant’s option to terminate this Lease. If Tenant properly and timely exercises the termination option reserved areas or facilities described above in this Section 4(b), this Lease shall expire at midnight on Paragraph 2(d) which are located within the Termination Date and Tenant shall be required to surrender the Premises to Landlord on or prior to such Termination Date in accordance with the applicable provisions of this Lease. The option to terminate set forth in this Section 4(b) is personal to the original Tenant executing this Lease and may not be assigned, voluntarily or involuntarily, separate from or as part of this Lease. At Landlord’s option, all rights of Tenant under this Section 4(b) shall terminate and be of no force or effect if any of the following individual events occur or any combination thereof occur: (1) Tenant has been in default beyond any notice and cure period on more than one (1) occasion during any consecutive twelve (12) month period during the initial Term of the Lease, or is in default of any provision of this Lease on the date Landlord receives the Termination Notice; and/or (2) Tenant has assigned its rights and obligations under all or part of this Lease; and/or (3) Tenant has failed to exercise the early termination option set forth in this Section 4(b) in a timely manner and in strict accordance with the provisions of this Section 4(b)Premises.
Appears in 2 contracts
Samples: Lease Agreement (Upwork Inc.), Lease Agreement (Upwork Inc.)
Term and Possession. (a) Subject to and upon the terms and conditions set forth herein, the The Term of this Lease shall be for the period specified in the Basic Lease Information. The Term shall two (2) years to commence on the earlier of (i) the date that the Premises is delivered to Tenant free and clear of any third-party occupancy and (ii) the date that Tenant first commences normal business operation from the Premises January 1, 2015 (the “Commencement Date”). In the event ) and to end, unless sooner terminated, at midnight on December 31, 2016.
(b) Tenant is currently in possession of the inability portion of the Premises located in Building IV and accepts that portion of the Premises in its “as is” condition. Landlord to will deliver possession of the portion of the Premises located in Building III on the Commencement Date. Prior to the Commencement Date, Landlord will paint the interior of and place new flooring in the portion of the Premises located in Building III with paint and flooring as depicted on Exhibit C (“Landlord’s Work). Other than Landlord’s Work, Landlord shall have no obligation for the completion of the Premises, and Tenant shall accept the Premises in its “as is” condition on the Commencement Date. Landlord shall not have any reason whatsoeverobligation for the repair or replacement of any portions of the interior of the Premises, includingincluding but not limited to carpeting, without limitationdraperies, window coverings, wall coverings or painting, which are damaged or wear out during the vacating term hereof, unless such damage is caused by Landlord or its agents or employees.
(c) If Tenant occupies or begins to conduct business in all or any portion of the Premises located in Building Ill before the Commencement Date, such occupancy and conducting of its business by Tenant shall be subject to all provisions of this Lease which reasonably and logically apply thereto. Taking possession of all or any portion of the Premises by the prior tenant Tenant shall constitute Tenant’s acceptance of the Premises, neither Landlord nor its agents shall be liable for Premises as being in satisfactory condition without any damage caused thereby, nor shall this further work by Landlord.
(d) This Lease thereby become void or voidable, however, in such event Tenant shall not be void or voidable nor shall Landlord be liable to Tenant for any rent until the actual occurrence of the Commencement Date. Notwithstanding the foregoing to the contrary, if, for loss or damage resulting from any reason, Landlord has not delivered possession of the Premises to Tenant as described delay in clause (i) above as of January 1, 2020, Tenant, as Tenant’s sole remedy, will have the right to terminate this Lease by written notice delivered to Landlord at any time prior to Landlord’s delivery of delivering possession of the Premises to Tenant; provided, howeverits servants, that such January 1, 2020 date shall be extended so long as Landlord is using its good faith and diligent efforts to deliver possession of the Premises to Tenant (by unlawful detainer agents or otherwise). Within thirty (30) days after the Commencement Date, Landlord and Tenant shall execute an amendment to this Lease (“First Amendment to Lease and Acknowledgment”) setting forth the Commencement Date and the expiration date of the term of the Lease, which shall be in the form attached hereto as Exhibit B.
(b) Tenant shall have the one-time option to terminate and cancel the Lease effective on the last day of the eighty-fifth (85th) month after the Commencement Date (the “Termination Date”), which right is contingent upon Tenant paying to Landlord the “Termination Consideration” (as defined below) concurrent with Tenant’s delivery of the Termination Notice (as defined below). To exercise such termination option, Tenant must deliver to Landlord on or before January 1, 2025, irrevocable written notice of Tenant’s exercise of such option (the “Termination Notice”) and the amount of the Termination Consideration. As used herein, the “Termination Consideration” shall mean the amount equal to Two Million and No/100ths Dollars ($2,000,000.00). Failure by Tenant to timely pay the Termination Consideration shall terminate Tenant’s option to terminate this Lease. If Tenant properly and timely exercises the termination option in this Section 4(b), this Lease shall expire at midnight on the Termination Date and Tenant shall be required to surrender the Premises to Landlord on or prior to such Termination Date in accordance with the applicable provisions of this Lease. The option to terminate set forth in this Section 4(b) is personal to the original Tenant executing this Lease and may not be assigned, voluntarily or involuntarily, separate from or as part of this Lease. At Landlord’s option, all rights of Tenant under this Section 4(b) shall terminate and be of no force or effect if any of the following individual events occur or any combination thereof occur: (1) Tenant has been in default beyond any notice and cure period on more than one (1) occasion during any consecutive twelve (12) month period during the initial Term of the Lease, or is in default of any provision of this Lease on the date Landlord receives the Termination Notice; and/or (2) Tenant has assigned its rights and obligations under all or part of this Lease; and/or (3) Tenant has failed to exercise the early termination option set forth in this Section 4(b) in a timely manner and in strict accordance with the provisions of this Section 4(b)independent contractors.
Appears in 1 contract
Samples: Lease Agreement (Zynex Inc)
Term and Possession. (a) Subject to and upon the terms and conditions set forth herein, the Term The term of this Lease shall be for the period specified in the Basic Lease Information. The Term (“Term”) shall commence on the earlier of (i) the date that the Premises is delivered to Tenant free and clear 120 days after delivery of any third-party occupancy and possession or (ii) the date that Tenant first opens its bank for business to the public. The date upon which the Term of this Lease commences normal business operation from shall also be the Premises “Rent Commencement Date.” The Term of this Lease shall end on the last day of the calendar month which is one hundred twenty (120) full calendar months after the Rent Commencement Date (the “Commencement Expiration Date”), unless renewed, terminated or extended on the terms and conditions set forth in this Lease. In Tenant and Landlord will execute a letter confirming the event Rent Commencement Date and the Expiration Date of the inability Term, in form attached hereto as Exhibit “B”, within ten (10) days of any request by either party to the other. If Landlord fails to deliver possession of the Premises for any reason whatsoever, including, without limitation, to Tenant and substantially complete the vacating of the Premises improvements required by the prior tenant of the Premises, neither Landlord nor its agents shall be liable for any damage caused thereby, nor shall this Lease thereby become void on or voidablebefore July 31,2011 (the “Possession Date”), however, in such event Tenant shall not be liable for any rent until the actual occurrence of the Commencement Date. Notwithstanding the foregoing to the contrary, if, for any reason, Landlord has not delivered possession of the Premises to Tenant as described in clause (i) above as of January 1, 2020, Tenant, as Tenant’s sole remedy, will have the right to terminate this Lease by written notice delivered to Landlord at any time prior to Landlord’s delivery of possession of the Premises to Tenant; provided, however, that such January 1in the event Landlord determines the required improvements will not be substantially completed by the Possession Date, 2020 date shall be extended so long as Landlord is using Landlord, at its good faith and diligent efforts to deliver possession of option, may extend the Premises to Tenant (by unlawful detainer or otherwise). Within Possession Date for thirty (30) days after by written notice to the Tenant five (5) days prior to the Possession Date. Notwithstanding that the Term of the Lease commences on the Rent Commencement Date, Landlord and Tenant shall execute an amendment to this Lease (“First Amendment to Lease and Acknowledgment”) setting forth the Commencement Date and the expiration date of the term of the Lease, which shall be in the form attached hereto as Exhibit B.
(b) Tenant shall have the one-time option to terminate and cancel the Lease effective on the last day of the eighty-fifth (85th) month after the Commencement Date (the “Termination Date”), which right is contingent upon Tenant paying to Landlord the “Termination Consideration” (as defined below) concurrent with Tenant’s delivery of the Termination Notice (as defined below). To exercise such termination option, Tenant must deliver to Landlord on or before January 1, 2025, irrevocable written notice of Tenant’s exercise of such option (the “Termination Notice”) and the amount of the Termination Consideration. As used herein, the “Termination Consideration” shall mean the amount equal to Two Million and No/100ths Dollars ($2,000,000.00). Failure by Tenant to timely pay the Termination Consideration shall terminate Tenant’s option to terminate this Lease. If Tenant properly and timely exercises the termination option in this Section 4(b), this Lease shall expire at midnight be valid and binding on the Termination Date parties from and Tenant shall be required to surrender after the Premises to Landlord on or prior to such Termination Date in accordance with the applicable provisions of this LeaseEffective Date. The option to terminate set forth in this Section 4(b) is personal to Tenant may extend the original Tenant executing this Lease and may not be assigned, voluntarily or involuntarily, separate from or as part of this Lease. At Landlord’s option, all rights of Tenant under this Section 4(b) shall terminate and be of no force or effect if any of the following individual events occur or any combination thereof occur: (1) Tenant has been in default beyond any notice and cure period on more than one (1) occasion during any consecutive twelve (12) month period during the initial Term of the Lease, or is in default of any provision of this Lease on the date Landlord receives the Termination Notice; and/or (2) Tenant has assigned its rights and obligations under all or part of this Lease; and/or for up to three (3) additional extension periods of sixty (60) full calendar months each, by written notice to Landlord given at least ninety (90) days prior to the expiration of the then current Term or extension thereof; provided that Tenant (consistent with this Lease) has failed properly exercised any prior extensions to exercise the early termination option set forth in this Section 4(b) in Lease Term. For each such extension, the parties shall enter into a timely manner and in strict accordance with the provisions of this Section 4(b).written amendment documenting such
Appears in 1 contract
Term and Possession. (a) Subject Landlord hereby leases to Tenant and upon Tenant hereby leases from Landlord the terms Premises for the Term. During the Term, Tenant shall have the right to use the Common Areas in common with others and conditions in accordance with the Lease and the Rules and Regulations.
(b) Intentionally deleted.
(c) In the event this Lease pertains to Premises in which building interior finish is to be constructed by Landlord (the “Leasehold Improvements”), the Commencement Date shall be the date set forth hereinin Subparagraph 1 (g). If a Leasehold Improvement Allowance is set forth in Paragraph 1 above, the Term of this Lease then Tenant shall be responsible for all hard and soft costs incurred in connection with the period specified design and construction of the Leasehold Improvements which are in excess of the Basic Lease InformationTenant Improvement Allowance. If Tenant is given a Tenant Improvement Allowance, it must be used by Tenant within the first six (6) months of the Term. The Term “Substantial Completion Date,” if relevant, shall commence on be the earlier of date upon which the Leasehold Improvements have been substantially completed, except for punch list items, in accordance with the plans and specifications (“Plans and Specifications”) attached hereto as Exhibit C and made a part hereof and the Work Agreement (“Work Agreement”) attached hereto as Exhibit D and made a part hereof, provided however, that if Landlord shall be delayed in such substantial completion as a result of: (i) Tenant’s failure to agree to plans, specifications, and cost estimates within five (5) Business Days; (ii) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (iii) Tenant’s changes in plans and specifications; (iv) the performance or completion by a party employed by Tenant; or (v) the failure by Tenant to make payment for the cost of the Leasehold Improvements in excess of the Tenant Improvement Allowance as set forth above, the Commencement Date and the payment of Rent hereunder shall be accelerated by the number of days of such delay, and provided further that if Landlord cannot substantially complete the Premises as a result of any of events (i) through (v) above, Landlord may at its election complete so much of the Leasehold Improvements as may be practical under the circumstances and, by written notice to Tenant, establish the Commencement Date as the date of such partial completion, subject to any applicable accelerations due to delays resulting from events (i) through (v) above. Tenant shall provide Landlord with a punch list within ten (10) days of the Substantial Completion Date, and Landlord shall proceed to complete these items promptly. The taking of possession by Tenant shall be deemed conclusively to establish that the Leasehold Improvements have been completed in accordance with the plans and specifications (except for punch list items) and that the Premises are in good and satisfactory condition.
(d) If this Lease is delivered to Tenant free and clear of any third-party occupancy and (ii) the date that Tenant first commences normal business operation from executed before the Premises (the “Commencement Date”). In the event of the inability of become vacant or otherwise available and ready for occupancy, and Landlord to deliver cannot acquire possession of the Premises for any reason whatsoever, including, without limitation, the vacating of the Premises by the prior tenant of the Premises, neither Landlord nor its agents shall be liable for any damage caused thereby, nor shall this Lease thereby become void or voidable, however, in such event Tenant shall not be liable for any rent until the actual occurrence of the Commencement Date. Notwithstanding the foregoing to the contrary, if, for any reason, Landlord has not delivered possession of the Premises to Tenant as described in clause (i) above as of January 1, 2020, Tenant, as Tenant’s sole remedy, will have the right to terminate this Lease by written notice delivered to Landlord at any time prior to Landlord’s delivery of possession of the Premises to Tenant; provided, however, that such January 1, 2020 date shall be extended so long as Landlord is using its good faith and diligent efforts to deliver possession of the Premises to Tenant (by unlawful detainer or otherwise). Within thirty (30) days after the Commencement Date, Landlord shall not be deemed to be in default hereunder, and Tenant agrees to accept possession of the Premises at such time as Landlord is able to tender the same, which date shall execute an amendment to this Lease (“First Amendment to Lease and Acknowledgment”) setting forth be deemed the Commencement Date Date; and Landlord hereby waives payment of Rent covering any period prior to the expiration date tendering of the term of the Leasepossession to Tenant hereunder.
(e) Landlord may submit Tenant a written agreement, which shall be substantially in the form attached hereto annexed as Exhibit B.
(b) Tenant shall have the one-time option to terminate and cancel the Lease effective on the last day of the eighty-fifth (85th) month after the Commencement Date (the “Termination Date”)E, which right is contingent upon Tenant paying to Landlord the “Termination Consideration” (as defined below) concurrent with Tenant’s delivery of the Termination Notice (as defined below). To exercise such termination option, Tenant must deliver to Landlord on or before January 1, 2025, irrevocable written notice of Tenant’s exercise of such option (the “Termination Notice”) and the amount of the Termination Consideration. As used herein, the “Termination Consideration” shall mean the amount equal to Two Million and No/100ths Dollars ($2,000,000.00). Failure by Tenant to timely pay the Termination Consideration shall terminate Tenant’s option to terminate this Lease. If Tenant properly and timely exercises the termination option in this Section 4(b), this Lease shall expire at midnight on the Termination Date and Tenant shall be required to surrender the Premises to Landlord on or prior to such Termination Date in accordance with the applicable provisions of this Lease. The option to terminate set forth in this Section 4(b) is personal to the original Tenant executing this Lease and may not be assigned, voluntarily or involuntarily, separate from or as part of this Lease. At Landlord’s option, all rights of Tenant under this Section 4(b) shall terminate and be of no force or effect if any of the following individual events occur or any combination thereof occur: (1) Tenant has been in default beyond any notice and cure period on more than one (1) occasion during any consecutive twelve (12) month period during the initial Term of the Lease, or is in default of any provision of this Lease on confirming the date Landlord receives the Termination Notice; and/or (2) Tenant has assigned its rights and obligations under all or part of this Lease; and/or (3) Tenant has failed to exercise the early termination option set forth fixed by Landlord, in this Section 4(b) in a timely manner and in strict accordance with the provisions of this Section 4(b)Lease, as the Commencement Date and the Expiration Date, and Tenant shall execute such agreement and return it to Landlord within fifteen (15) calendar days thereafter. Any failure of the parties to execute such written agreement shall not affect the validity of the Commencement Date or the Expiration Date as fixed and determined by Landlord. In the event of any dispute as to the substantial completion of work required to be performed by Landlord, the certificate of Landlord’s architect or general contractor shall be conclusive. Notwithstanding anything above to the contrary, Tenant shall have access to the Premises within ten (10) days of the Commencement Date for the purpose of installing fixtures and furniture but not for the purpose of conducting business without the payment of Rent.
Appears in 1 contract
Term and Possession. (a) Subject to and upon the terms and conditions set forth herein, the Term of this Lease shall be for the period specified in the Basic Lease Information. The Term shall commence on , commencing upon the earlier of the following dates (the "COMMENCEMENT DATE"): (i) the date that on which the Premises is delivered to Tenant free and clear of any third-party occupancy and are Substantially Complete (as defined below); or (ii) the date that Tenant first commences normal business operation from on which the Premises would have been Substantially Complete had there been no Tenant Delays (the “Commencement Date”). In the event of the inability of Landlord to deliver possession of the Premises for any reason whatsoever, including, without limitation, the vacating of the Premises by the prior tenant of the Premises, neither Landlord nor its agents shall be liable for any damage caused thereby, nor shall this Lease thereby become void or voidable, however, in such event Tenant shall not be liable for any rent until the actual occurrence of the Commencement Date. Notwithstanding the foregoing to the contrary, if, for any reason, Landlord has not delivered possession of the Premises to Tenant as described in clause (i) above as of January 1, 2020, Tenant, as Tenant’s sole remedy, will have the right to terminate this Lease by written notice delivered to Landlord at any time prior to Landlord’s delivery of possession of the Premises to Tenant; provided, however, that such January 1, 2020 date shall be extended so long as Landlord is using its good faith and diligent efforts to deliver possession of the Premises to Tenant (by unlawful detainer or otherwisedefined herein). Within thirty (30) days after the Commencement Date, Landlord and Tenant shall execute an amendment to this Lease (“First Amendment to Lease and Acknowledgment”"FIRST AMENDMENT TO LEASE AND ACKNOWLEDGMENT") setting forth the Commencement Date and the expiration date of the term of the Lease, which shall be in the form attached hereto as Exhibit B.C. For purposes of the foregoing, the Premises shall be deemed to be "SUBSTANTIALLY COMPLETE" when, following thirty (30) days prior written notice from Landlord to Tenant, Tenant is tendered direct access to the Premises with building services furnished to the Premises, a certificate of occupancy (temporary or final) has been issued by the appropriate governmental entity certifying that all government requirements necessary to permit Tenant's use and occupancy of the Premises for the Permitted Use have been met, and the identified construction to be provided by Landlord, as set forth in the Work Letter Agreement has been completed, with the exception of minor, insubstantial Punch List Items and the Premises are lawfully occupiable for the use hereunder. Landlord shall make all commercially reasonably efforts to Substantially Complete the Premises by the Completion Deadline as set forth in the Basic Lease Information, plus extensions thereto equal to the durations of (i) any delays beyond the reasonable control of Landlord, such as acts of God, fire, earthquake, acts of a public enemy, riot, insurrection, unavailability of materials, governmental restrictions on the sale of materials or supplies or on the transportation of such materials or supplies, strike or shortages directly affecting construction or transportation of materials or supplies, shortages of materials or labor resulting from government controls, weather conditions, or any other cause or events beyond the reasonable control of Landlord, other than financial inability (collectively, "FORCE MAJEURE EVENT"), or (ii) delays directly caused by the Tenant ("TENANT DELAYS"). The parties agree that if Landlord is unable to Substantially Complete the Premises by the Completion Deadline, plus any extension thereto pursuant to this Section, this Lease shall not be void or voidable, except as provided in this Section 4, nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom, except as provided in this Section 4, and the expiration date of the Term of this Lease shall be extended for such delay; but in such event, Tenant shall not be liable for any Rent until the Commencement Date.
(b) In the event that Landlord permits Tenant shall have to occupy the one-time option Premises prior to terminate and cancel the Lease effective on the last day of the eighty-fifth (85th) month after the Commencement Date (to conduct business operations, as opposed to the “Termination Date”)entry rights provided in the Work Letter Agreement, which right is contingent upon Tenant paying to Landlord the “Termination Consideration” (as defined below) concurrent with Tenant’s delivery of the Termination Notice (as defined below). To exercise such termination option, Tenant must deliver to Landlord on or before January 1, 2025, irrevocable written notice of Tenant’s exercise of such option (the “Termination Notice”) and the amount of the Termination Consideration. As used herein, the “Termination Consideration” shall mean the amount equal to Two Million and No/100ths Dollars ($2,000,000.00). Failure by Tenant to timely pay the Termination Consideration shall terminate Tenant’s option to terminate this Lease. If Tenant properly and timely exercises the termination option in this Section 4(b), this Lease shall expire at midnight on the Termination Date and Tenant occupancy shall be required subject to surrender all the Premises to Landlord on or prior to such Termination Date in accordance with the applicable provisions of this Lease. The option to terminate set forth in .
(c) Notwithstanding any other provision of this Section 4(b) is personal Lease to the original contrary, provided that Tenant executing this Lease is not in material default beyond all applicable notice and/or cure periods under the terms and may not be assigned, voluntarily or involuntarily, separate from or as part conditions of this Lease. At Landlord’s option, all rights of for each day after the Completion Deadline, as such date is extended by Force Majeure Events and/or Tenant under this Section 4(b) Delays, that the Premises is not Substantially Complete, Tenant shall terminate and be of no force or effect if any of the following individual events occur or any combination thereof occur: (1) Tenant has been in default beyond any notice and cure period on more than entitled to one (1) occasion during any consecutive twelve (12) month period during the initial Term day of Base Rent-free possession of the LeasePremises as Tenant's sole and exclusive remedy for such delayed delivery, or is except as provided in default of this Section 4.
(d) Notwithstanding any other provision of this Lease on to the date Landlord receives the Termination Notice; contrary, provided that Tenant is not in material default beyond all applicable notice and/or (2) Tenant has assigned its rights and obligations cure periods under all or part of this Lease; and/or (3) Tenant has failed to exercise the early termination option set forth in this Section 4(b) in a timely manner and in strict accordance with the provisions of this Lease, in the event that the Commencement Date has not occurred within ninety-eight (98) days following the date of issuance of a building permit for the purpose of constructing the Tenant Improvements pursuant to the provisions of the Work Letter Agreement ("BUILDING PERMIT"), as such date may be extended due to Tenant Delays, then for a period of ten (10) days thereafter, Tenant, as its sole and exclusive remedy, except as otherwise provided in this Section 4(b4, shall have the right to terminate this Lease by delivery of written notice to Landlord. The failure of Tenant to deliver such notice within such time period shall be deemed Tenant's waiver of such termination right. Landlord shall, using its best commercial efforts, cause the Building Permit to be issued by the applicable governmental authorities by January 10, 2001, as such date may be extended due to Tenant Delays; provided, that if the Building Permit is not issued by such date, then for a period of ten (10) days thereafter, Tenant, as its sole and exclusive remedy, except as otherwise provided in this Section 4, shall have the right to terminate this Lease by delivery of written notice to Landlord. Subject to the issuance of the Building Permit, Landlord shall use its best commercial efforts to obtain a temporary certificate of occupancy for the Premises by April 15, 2001 (which date of entrance would thereafter be deemed the Commencement Date), allowing for the commencement of Tenant's Permitted Use within the Premises by Tenant.
Appears in 1 contract
Term and Possession. (a) Subject Landlord hereby leases to Tenant and upon Tenant hereby leases from Landlord the terms Premises for the Term. During the Term, Tenant shall have the right to use the Common Areas in common with others and conditions in accordance with the Lease and the Rules and Regulations.
(b) Notwithstanding anything contained herein to the contrary, Tenant shall not be required to remit the Base Rent on 1,315 rentable square feet of the Premises for the first 12 months of the lease term (as reflected in the Base Rent schedule, Paragraph 1(1) above).
(c) In the event this Lease pertains to Premises in which building interior finish is to be constructed by Landlord (the “Leasehold Improvements”), the Commencement Date shall be the date set forth hereinin Subparagraph 1(g). If a Leasehold Improvement Allowance is set forth in Paragraph 1 above, the Term of this Lease then Tenant shall be responsible for all hard and soft costs incurred in connection with the period specified design and construction of the Leasehold Improvements which are in excess of the Basic Lease InformationTenant Improvement Allowance. If Tenant is given a Tenant Improvement Allowance, it must be used by Tenant within the first six (6) months of the Term. The Term “Substantial Completion Date,” if relevant, shall commence on be the earlier date upon which the Leasehold Improvements have been substantially completed, except for punch list items, in accordance with the plans and specifications (“Plans and Specifications”) attached hereto as Exhibit C and made a part hereof and the Work Agreement (“Work Agreement”) attached hereto as Exhibit D and made a part hereof, provided however, that if Landlord shall be delayed in such substantial completion as a result of (i) Tenant’s failure to agree to plans, specifications, and cost estimates within five (5) Business Days; (ii) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (iii) Tenant’s changes in plans and specifications; (iv) the performance or completion by a party employed by Tenant; or (v) the failure by Tenant to make payment for the cost of the Leasehold Improvements in excess of the Tenant Improvement Allowance as set (forth above, the Commencement Date and the payment of Rent hereunder shall be accelerated by the number of days of such delay, and provided further that if Landlord cannot substantially complete the Premises as a result of any of events (i) through (v) above, Landlord may at its election complete so much of the Leasehold Improvements as may be practical under the circumstances and, by written notice to Tenant, establish the Commencement Date as of the date of such partial completion, subject to any applicable accelerations due to delays resulting from events (i) through (v) above. Tenant shall provide Landlord with a punch list within ten (10) days of the Substantial Completion Date, and Landlord shall proceed to complete these items promptly. The taking of possession by Tenant shall be deemed conclusively to establish that the Leasehold Improvements have been completed in accordance with the plans and specifications (except for punch list items) and that the Premises are in good and satisfactory condition.
(d) If this Lease is delivered to Tenant free and clear of any third-party occupancy and (ii) the date that Tenant first commences normal business operation from executed before the Premises (the “Commencement Date”). In the event of the inability of become vacant or otherwise available and ready for occupancy, and Landlord to deliver cannot acquire possession of the Premises for any reason whatsoever, including, without limitation, the vacating of the Premises by the prior tenant of the Premises, neither Landlord nor its agents shall be liable for any damage caused thereby, nor shall this Lease thereby become void or voidable, however, in such event Tenant shall not be liable for any rent until the actual occurrence of the Commencement Date. Notwithstanding the foregoing to the contrary, if, for any reason, Landlord has not delivered possession of the Premises to Tenant as described in clause (i) above as of January 1, 2020, Tenant, as Tenant’s sole remedy, will have the right to terminate this Lease by written notice delivered to Landlord at any time prior to Landlord’s delivery of possession of the Premises to Tenant; provided, however, that such January 1, 2020 date shall be extended so long as Landlord is using its good faith and diligent efforts to deliver possession of the Premises to Tenant (by unlawful detainer or otherwise). Within thirty (30) days after the Commencement Date, Landlord shall not be deemed to be in default hereunder, and Tenant agrees to accept possession of the Premises at such time as Landlord is able to tender the same, which date shall execute an amendment to this Lease (“First Amendment to Lease and Acknowledgment”) setting forth be deemed the Commencement Date Date; and Landlord hereby waives payment of Rent covering any period prior to the expiration date tendering of the term of the Leasepossession to Tenant hereunder
(e) Landlord may submit to Tenant a written agreement, which shall be substantially in the form attached hereto annexed as Exhibit B.
(b) Tenant shall have the one-time option to terminate and cancel the Lease effective on the last day of the eighty-fifth (85th) month after the Commencement Date (the “Termination Date”)E, which right is contingent upon Tenant paying to Landlord the “Termination Consideration” (as defined below) concurrent with Tenant’s delivery of the Termination Notice (as defined below). To exercise such termination option, Tenant must deliver to Landlord on or before January 1, 2025, irrevocable written notice of Tenant’s exercise of such option (the “Termination Notice”) and the amount of the Termination Consideration. As used herein, the “Termination Consideration” shall mean the amount equal to Two Million and No/100ths Dollars ($2,000,000.00). Failure by Tenant to timely pay the Termination Consideration shall terminate Tenant’s option to terminate this Lease. If Tenant properly and timely exercises the termination option in this Section 4(b), this Lease shall expire at midnight on the Termination Date and Tenant shall be required to surrender the Premises to Landlord on or prior to such Termination Date in accordance with the applicable provisions of this Lease. The option to terminate set forth in this Section 4(b) is personal to the original Tenant executing this Lease and may not be assigned, voluntarily or involuntarily, separate from or as part of this Lease. At Landlord’s option, all rights of Tenant under this Section 4(b) shall terminate and be of no force or effect if any of the following individual events occur or any combination thereof occur: (1) Tenant has been in default beyond any notice and cure period on more than one (1) occasion during any consecutive twelve (12) month period during the initial Term of the Lease, or is in default of any provision of this Lease on confirming the date Landlord receives the Termination Notice; and/or (2) Tenant has assigned its rights and obligations under all or part of this Lease; and/or (3) Tenant has failed to exercise the early termination option set forth fixed by Landlord, in this Section 4(b) in a timely manner and in strict accordance with the provisions of this Section 4(b)Lease, as the Commencement Date and the Expiration Date, and Tenant shall execute such agreement and return it to Landlord within fifteen (15) calendar days thereafter. Any failure of the parties to execute such written agreement shall not affect the validity of the Commencement Date or the Expiration Date as fixed and determined by Landlord. In the event of any dispute as to the substantial completion of work required to be performed by Landlord, the certificate of Landlord’s architect or general contractor shall be conclusive. Notwithstanding anything above to the contrary, Tenant shall have access to the Premises within ten (10) days of the Commencement Date for the purpose of installing fixtures and furniture but not for the purpose of conducting business without the payment of Rent.
Appears in 1 contract
Term and Possession. (a) Subject to the terms hereof, the term of this Sublease ("Term") shall begin on May 1, 1999 (the "Commencement Date') and upon shall end on October 31, 2006 (the "Termination Date"), unless sooner terminated in accordance with the terms of this Sublease. 3Com shall deliver the Premises to Ariba on or before March 1, 1999, and Ariba shall be entitled to prepare the Premises for its possession thereof and to construct its improvements therein (subject to the terms hereof) during the period following said delivery until the Commencement Date (the "Early Occupancy Period"). Provided that Ariba does not commence using the Premises during the Early Occupancy Period for any of the purposes described in Paragraph 7 below, Ariba shall not be required to pay rent during the Early Occupancy Period, but Ariba shall be required to establish and pay for its own separate utility services to the Premises and all other terms and conditions set forth herein, the Term of this Lease Sublease shall be for the period specified in the Basic Lease Information. The Term shall commence on the earlier of (i) the date that the Premises is delivered to Tenant free and clear of any third-party occupancy and (ii) the date that Tenant first commences normal business operation from the Premises (the “Commencement Date”). In the event of the inability of Landlord to deliver possession of the Premises for any reason whatsoeverapplicable during such period, including, without limitation, the vacating insurance and indemnification provisions hereof. Ariba acknowledges that 3Com shall terminate all of its utility services to the Premises as of the date possession thereof is delivered to Ariba. If Ariba commences using the Premises by or any portion thereof for its business purposes permitted hereunder, then the prior tenant Early Occupancy Period shall terminate and the Term hereof and Ariba's obligation to pay Base Rent and Additional Rent hereunder shall commence as of the Premises, neither Landlord nor its agents shall be liable for any damage caused thereby, nor shall this Lease thereby become void or voidable, however, in such event Tenant shall not be liable for any rent until the actual occurrence of the Commencement Date. Notwithstanding the foregoing to the contrary, if, for any reason, Landlord has not delivered possession of date Ariba first uses the Premises to Tenant as described in clause (i) above as for its business purposes. If 3Com, despite its exercise of January 1commercially reasonable efforts, 2020, Tenant, as Tenant’s sole remedy, will have the right to terminate this Lease by written notice delivered to Landlord at any time prior to Landlord’s delivery of possession of the Premises to Tenant; provided, however, that such January 1, 2020 date shall be extended so long as Landlord is using its good faith and diligent efforts to cannot deliver possession of the Premises to Tenant (Ariba by unlawful detainer April 1, 1999, 3Com shall not be liable to Ariba for any loss or otherwise). Within thirty (30) days after damage resulting therefrom, but in such event Ariba shall be entitled to terminate this Sublease by delivering written notice to 3Com prior to the Commencement Date, Landlord and Tenant shall execute an amendment to this Lease (“First Amendment to Lease and Acknowledgment”) setting forth the Commencement Date and the expiration date on which possession of the term of the Lease, which shall be in the form attached hereto as Exhibit B.Premises has been delivered to Ariba.
(b) Tenant Notwithstanding the foregoing paragraph 5(a), 3Com shall have deliver the one-time option Premises to terminate and cancel Ariba, during the Lease effective Early Occupancy Period only, subject to the rights of Xxxxxxx Systems, Inc. ("Xxxxxxx") under the terms of that Holdover Agreement (the "Holdover Agreement") dated January 22, 1999. The Holdover Agreement affects approximately 19,205 square feet of space on the last day second floor of the eighty-fifth (85th) month after building located at 0000 Xxxxxxxxxx Xxxx. 3Com shall be entitled to collect all sums payable under the Holdover Agreement as rent or otherwise until the Commencement Date (hereof. 3Com shall terminate the “Termination Date”)Holdover Agreement effective April 30, which right is contingent upon Tenant paying 1999 and deliver to Landlord the “Termination Consideration” (as defined below) concurrent with Tenant’s delivery Ariba possession of the Termination Notice (as defined below). To exercise such termination option, Tenant must deliver to Landlord space currently occupied by Xxxxxxx on or before January May 1, 20251999, irrevocable written notice of Tenant’s exercise of such option (unless Ariba enters into a separate Sub-Sublease with Xxxxxxx as provided in the “Termination Notice”) and following sentence. Ariba shall be entitled to enter into a separate Sub-Sublease with Xxxxxxx following the amount termination of the Termination Consideration. As used hereinHoldover Agreement, the “Termination Consideration” shall mean the amount equal subject to Two Million and No/100ths Dollars ($2,000,000.00). Failure by Tenant to timely pay the Termination Consideration shall terminate Tenant’s option to terminate this Lease. If Tenant properly and timely exercises the termination option in this Section 4(b), this Lease shall expire at midnight on the Termination Date and Tenant shall be required to surrender the Premises to Landlord on or prior to such Termination Date in accordance with the applicable provisions of this Lease. The option to terminate set forth in this Section 4(b) is personal Landlord's approval rights pursuant to the original Tenant executing this Lease and may not be assigned, voluntarily or involuntarily, separate from or as part of this Lease. At Landlord’s option, all rights of Tenant under this Section 4(b) shall terminate and be of no force or effect if any terms of the following individual events occur or any combination thereof occur: (1) Tenant has been in default beyond any notice and cure period on more than one (1) occasion during any consecutive twelve (12) month period during the initial Term of the Master Lease, or is in default of any provision of this Lease on the date Landlord receives the Termination Notice; and/or (2) Tenant has assigned its rights and obligations under all or part of this Lease; and/or (3) Tenant has failed to exercise the early termination option set forth in this Section 4(b) in a timely manner and in strict accordance with the provisions of this Section 4(b).
Appears in 1 contract
Samples: Sublease (Ariba Inc)
Term and Possession. (a) Subject to and upon the terms and conditions set forth herein, the Term of this Lease shall be for the period specified in the Basic Lease Information. The Term shall commence on , commencing upon the earlier of (i) the date that the Premises is delivered to Tenant free and clear of any third-party occupancy and (ii) the date that Tenant first commences normal business operation from the Premises following dates (the “Commencement Date”): (i) the date on which the Premises are Substantially Complete (as defined below). In ; (ii) the event date on which the Premises would have been Substantially Complete had there been no tenant Delays (as defined in Section 6.1 of the inability of Landlord to deliver Lease Improvement Agreement); or (iii) the date upon which the Tenant takes possession of the Premises for any reason whatsoeverin order to conduct its business operations therein, including, without limitation, with the vacating of the Premises by the prior tenant of the Premises, neither Landlord nor its agents shall be liable for any damage caused thereby, nor shall this Lease thereby become void or voidable, however, in such event Tenant shall not be liable for any rent until the actual occurrence of the Commencement Date. Notwithstanding the foregoing to the contrary, if, for any reason, Landlord has not delivered possession of the Premises to Tenant as described in clause (i) above as of January 1, 2020, Tenant, as Tenant’s sole remedy, will have the right to terminate this Lease by written notice delivered to Landlord at any time prior to Landlord’s delivery of possession of the Premises to Tenant; written consent, provided, however, that such January 1in no event shall Tenant be obligated to accept a Commencement Date prior to July 15, 2020 date shall be extended so long as Landlord is using its good faith and diligent efforts to deliver possession of the Premises to Tenant (by unlawful detainer or otherwise)2002. Within thirty (30) days after the Commencement Date, Landlord and Tenant shall execute an amendment to this Lease (“First Amendment to Lease and Acknowledgment”) setting forth the Commencement Date and the expiration date of the term of the Lease, which shall be in the form attached hereto as Exhibit B.C. For purposes of the foregoing, the Premises shall be deemed to be “Substantially Complete” when (i) Tenant is tendered direct access to the Premises with building services (sanitary sewer, public water, electrical, elevator, HVAC service and fire suppression services operational) ready to be furnished to the Premises, and (ii) a certificate of occupancy (temporary or final) for the Premises has been issued by the appropriate governmental entity, and (iii) the identified construction to be provided by Landlord, as set forth in the Lease Improvement Agreement has been completed, with the exception of the Punch List Items. Landlord shall provide Tenant with not less than sixty (60) days prior written notice of the anticipated date that the Premises shall be Substantially Complete. Tenant shall be permitted sixty (60) days early occupancy prior to the Commencement Date to set up telecommunication equipment and panelized furnishings, to move in Tenant’s furniture, fixtures and equipment, and to otherwise prepare the Premises for Tenant’s use and occupancy, provided Tenant does not interfere or impede Landlord in construction of tenant improvements, and provided further that evidence of insurance as hereinafter required is delivered to Landlord prior to occupancy. Landlord shall Substantially Complete the Premises by the Scheduled Lease Commencement Date as set forth in the Basic Lease Information, plus extensions thereto equal to the durations of (i) any delays beyond the reasonable control of Landlord, such as acts of God, fire, earthquake, acts of a public enemy, riot, insurrection, unavailability of materials, governmental restrictions on the sale of materials or supplies or on the transportation of such materials or supplies, governmental delay in issuing permits, approvals, and inspections, strike or shortages directly affecting construction or transportation of materials or supplies, shortages of materials or labor resulting from government controls, weather conditions, or any other cause or events beyond the reasonable control of Landlord, provided that Landlord has advised Tenant in writing of such causes or events, within a reasonable period of time after learning of the same, and Landlord has used reasonable efforts to minimize the delay occasioned thereby (collectively, “Force Majeure Event”), or (ii) Tenant Delays caused by or attributable to the Tenant (“Tenant Delays”) (as defined in Section 6.1 of the Lease Improvement Agreement). The parties agree that if Landlord is unable to Substantially Complete the Premises by the Scheduled Lease Commencement Date, plus any extension thereto pursuant to this Section, this Lease shall not be void or voidable (except as expressly provided in this Section 4 below), nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom, and the expiration date of the Term of this Lease shall be extended for such delay; but in such event, Tenant shall not be liable for any Rent until the day that is the first day of the seventh (7th) month following the Commencement Date; provided, however if such delays were caused or attributable to Tenant, Rent shall commence as of the day that is the first day of the seventh (7th) month following the date that the Commencement Date would have occurred but for Tenant Delays.
(b) Tenant shall have If the one-time option to terminate and cancel the Lease effective on the last day of the eighty-fifth Commencement Date has not occurred within thirty (85th30) month days after the Scheduled Lease Commencement Date (the “Termination DateGrace Period”) (unless such delays are caused by Force Majeure Events), which right is contingent for any reason other than Tenant Delays, Landlord shall grant Tenant a period of free Rent (including Base Rent and all Operating Expenses), commencing upon Tenant paying to Landlord the “Termination Consideration” (as defined below) concurrent with Tenant’s delivery expiration of the Termination Notice (as defined belowRent abatement period provided in Section 5(b). To exercise such termination optionThis period of free Rent shall consist of one day for each day elapsing between the expiration of the Grace Period and the Commencement Date.
(c) If for any reason whatsoever, including but not limited to Force Majeure Events, but excluding Tenant Delays, the Commencement Date does not occur within one hundred eighty (180) days after the Scheduled Lease Commencement Date, Tenant must deliver to Landlord on or before January 1may, 2025, irrevocable upon ten (10) days’ written notice of Tenant’s exercise of such option (the “Termination Notice”) and the amount of the Termination Consideration. As used hereinto Landlord, the “Termination Consideration” shall mean the amount equal to Two Million and No/100ths Dollars ($2,000,000.00). Failure by Tenant to timely pay the Termination Consideration shall terminate Tenant’s option to terminate this Lease. If Tenant properly and timely exercises Lease without incurring any liability to Landlord, if the termination option in this Section 4(b), this Lease shall expire at midnight on the Termination Commencement Date and Tenant shall be required to surrender the Premises to Landlord on or prior to does not occur during such Termination Date in accordance with the applicable provisions of this Lease. The option to terminate set forth in this Section 4(b) is personal to the original Tenant executing this Lease and may not be assigned, voluntarily or involuntarily, separate from or as part of this Lease. At Landlord’s option, all rights of Tenant under this Section 4(b) shall terminate and be of no force or effect if any of the following individual events occur or any combination thereof occur: ten (1) Tenant has been in default beyond any notice and cure period on more than one (1) occasion during any consecutive twelve (12) month period during the initial Term of the Lease, or is in default of any provision of this Lease on the date Landlord receives the Termination Notice; and/or (2) Tenant has assigned its rights and obligations under all or part of this Lease; and/or (3) Tenant has failed to exercise the early termination option set forth in this Section 4(b) in a timely manner and in strict accordance with the provisions of this Section 4(b)l0)-day period.
Appears in 1 contract
Samples: Lease Agreement (Health Net Inc)
Term and Possession. (a) Subject The term of this Lease shall commence on the date specified in Section 1(e) (the "Commencement Date") and shall expire on the date specified in Section 1(g) (the "Expiration Date") unless sooner terminated as otherwise provided in this Lease.
(b) In the event the Premises are not completed and ready for occupancy on the Commencement Date or in the event Landlord is unable to deliver possession on such date by reason of the holding over or retention of possession by any tenant or occupant, this Lease shall nevertheless continue in force and upon effect, but Rent (as hereinafter defined) shall xxxxx until the terms Premises are ready for occupancy or until Landlord is able to deliver possession, as the case may be, and Landlord shall have no other liability whatsoever on account hereof, provided, however, there shall be no abatement of Rent if the Premises are not ready for occupancy as a result of the failure to complete the installation of special equipment, fixtures or materials ordered by Tenant, or as the result of any delays resulting from Tenant's failure to promptly submit plans that are suitable in all respects for submission to the City of Evanston in order to obtain a building permit, or resulting from changes or additions to Tenant's plans after the date specified in Section 1(o). The Premises shall not be deemed incomplete or not ready for occupancy if only non-material details of construction, decoration or mechanical adjustments remain to be completed. The determination of Landlord's architect or interior space planner for the Building shall be final and conclusive as to whether the Premises are completed and ready for occupancy.
(c) In the event Tenant takes possession of the Premises or any part thereof prior to the Commencement Date (which Tenant may not do without Landlord's prior written consent), all of the covenants and conditions set forth herein, the Term of this Lease shall be binding upon the parties hereto with respect to such whole or part of the Premises as if the Commencement Date had been fixed as of the date when Tenant took possession of such whole or part of the Premises and Tenant shall pay Rent for the period specified in the Basic Lease Information. The Term shall commence on the earlier of (i) the date that the Premises is delivered to Tenant free and clear of any third-party such occupancy and (ii) the date that Tenant first commences normal business operation from the Premises (the “Commencement Date”). In the event of the inability of Landlord to deliver possession of the Premises for any reason whatsoever, including, without limitation, the vacating of the Premises by the prior tenant of the Premises, neither Landlord nor its agents shall be liable for any damage caused thereby, nor shall this Lease thereby become void or voidable, however, in such event Tenant shall not be liable for any rent until the actual occurrence of the Commencement Date. Notwithstanding the foregoing to the contrary, if, for any reason, Landlord has not delivered possession of the Premises to Tenant as described in clause (i) above as of January 1, 2020, Tenant, as Tenant’s sole remedy, will have the right to terminate this Lease by written notice delivered to Landlord at any time prior to Landlord’s delivery of possession of the Premises to Tenant; provided, however, that such January 1, 2020 date shall be extended so long as Landlord is using its good faith and diligent efforts to deliver possession of the Premises to Tenant (by unlawful detainer or otherwise). Within thirty (30) days after the Commencement Date, Landlord and Tenant shall execute an amendment to this Lease (“First Amendment to Lease and Acknowledgment”) setting forth the Commencement Date and at the expiration date rate of the term Annual Base Rent set forth in Section 1(k) herein prorated for such period of occupancy and, if less than the whole Premises are occupied, for the proportionate area of the Lease, which shall be in the form attached hereto as Exhibit B.total Premises so occupied.
(bd) Tenant Under no circumstances shall have the one-time option to terminate and cancel the Lease effective on the last day occurrence of any of the eighty-fifth (85th) month after the Commencement Date (the “Termination Date”), which right is contingent upon Tenant paying to Landlord the “Termination Consideration” (as defined below) concurrent with Tenant’s delivery of the Termination Notice (as defined below). To exercise such termination option, Tenant must deliver to Landlord on or before January 1, 2025, irrevocable written notice of Tenant’s exercise of such option (the “Termination Notice”) and the amount of the Termination Consideration. As used herein, the “Termination Consideration” shall mean the amount equal to Two Million and No/100ths Dollars ($2,000,000.00). Failure by Tenant to timely pay the Termination Consideration shall terminate Tenant’s option to terminate this Lease. If Tenant properly and timely exercises the termination option events described in this Section 4(b), this Lease shall expire at midnight on 3(b) or 3(c) be deemed to accelerate or defer the Termination Date and Tenant shall be required to surrender the Premises to Landlord on or prior to such Termination Date in accordance with the applicable provisions of this Lease. The option to terminate set forth in this Section 4(b) is personal to the original Tenant executing this Lease and may not be assigned, voluntarily or involuntarily, separate from or as part of this Lease. At Landlord’s option, all rights of Tenant under this Section 4(b) shall terminate and be of no force or effect if any of the following individual events occur or any combination thereof occur: (1) Tenant has been in default beyond any notice and cure period on more than one (1) occasion during any consecutive twelve (12) month period during the initial Term of the Lease, or is in default of any provision of this Lease on the date Landlord receives the Termination Notice; and/or (2) Tenant has assigned its rights and obligations under all or part of this Lease; and/or (3) Tenant has failed to exercise the early termination option set forth in this Section 4(b) in a timely manner and in strict accordance with the provisions of this Section 4(b)Expiration Date.
Appears in 1 contract
Term and Possession. (a) Subject The term of this Lease (the "Term") shall commence November 1, 2002 or ten (10) days subsequent to and upon Landlord notifying Tenant that Landlord has acquired legal possession of the terms and conditions set forth hereinPremises from Mutual Insurance Group ("MIG"), the whichever occurs last. The Term of this Lease shall be for the period specified in the Basic Lease Informationcontinue through August 31, 2006 (or until sooner terminated as herein provided). The dates upon which the Term shall commence on and terminate pursuant to this Paragraph 2(a) are herein called the earlier of (i) "Commencement Date" and the date "Expiration Date," respectively. Landlord and Tenant acknowledge and agree that the Premises is delivered to Tenant free and clear parties' obligations under this Lease are expressly contingent upon Landlord acquiring legal possession of any third-party occupancy and (ii) the date that Tenant first commences normal business operation from the Premises (the “Commencement Date”)from MIG by way of an action for eviction, surrender of possession, or other lawful means. In the event of the inability of Landlord is unable to deliver acquire legal possession of the Premises for on or before December 1, 2002, either party thereafter may terminate this Lease by delivering written notice thereof to the other party, whereupon Landlord shall return to Tenant any reason whatsoever, including, without limitation, the vacating security deposits and prepaid rents and this Lease shall be of no further force or effect.
(b) Intentionally deleted.
(c) Tenant leases and agrees to accept the Premises by the prior tenant "as is" and Tenant releases Landlord from any and all claims arising from any defect (not including latent defects) in condition of the Premises, neither the Building Common Areas, or the Office Park. Landlord nor its agents shall be liable for any damage caused thereby, nor shall this Lease thereby become void or voidable, however, in such event Tenant shall not be liable for required to decorate or make any rent until repairs or improvements to the actual occurrence Premises, the Building or the Office Park, which are not expressly stated herein as Landlord's responsibility. Tenant hereby acknowledges Landlord has made no promises, agreements or representations as to the decorations, repair, alterations, or maintenance of the Commencement DatePremises or any other portion of the Building except as set forth herein. Notwithstanding the foregoing to the contraryaforementioned, ifLandlord, for any reason, Landlord has not delivered possession of the Premises to Tenant as described in clause (i) above as of January 1, 2020, Tenant, as Tenant’s sole remedyat Landlord's expense, will have the right an interior connecting door installed to terminate this Lease by written notice delivered to Landlord at any time prior to Landlord’s delivery of possession of between the Premises to Tenant; provided, however, that such January 1, 2020 date shall be extended so long as Landlord is using its good faith and diligent efforts to deliver possession of the Premises to Tenant (by unlawful detainer or otherwise). Within thirty (30) days after the Commencement Date, Landlord and Tenant shall execute an amendment to this Lease (“First Amendment to Lease and Acknowledgment”) setting forth the Commencement Date and the expiration date of the term of the Lease, which shall be in the form attached hereto as Exhibit B.
(b) Tenant shall have the one-time option to terminate and cancel the Lease effective on the last day of the eighty-fifth (85th) month after the Commencement Date (the “Termination Date”), which right is contingent upon Tenant paying to Landlord the “Termination Consideration” (as defined below) concurrent with Tenant’s delivery of the Termination Notice (as defined below). To exercise such termination option, Tenant must deliver to Landlord on or before January 1, 2025, irrevocable written notice of Tenant’s exercise of such option (the “Termination Notice”) and the amount of the Termination Consideration. As used herein, the “Termination Consideration” shall mean the amount equal to Two Million and No/100ths Dollars ($2,000,000.00). Failure by Tenant to timely pay the Termination Consideration shall terminate Tenant’s option to terminate this Lease. If Tenant properly and timely exercises the termination option in this Section 4(b), this Lease shall expire at midnight on the Termination Date and Tenant shall be required to surrender the Premises to Landlord on or prior to such Termination Date in accordance with the applicable provisions of this Lease. The option to terminate set forth in this Section 4(b) is personal to the original Tenant executing this Lease and may not be assigned, voluntarily or involuntarily, separate from or as part of this Lease. At Landlord’s option, all rights of Tenant under this Section 4(b) shall terminate and be of no force or effect if any of the following individual events occur or any combination thereof occur: (1) Tenant has been in default beyond any notice and cure period on more than one (1) occasion during any consecutive twelve (12) month period during the initial Term of the Lease, or is in default of any provision of this Lease on the date Landlord receives the Termination Notice; and/or (2) Tenant has assigned its rights and obligations under all or part of this Lease; and/or (3) Tenant has failed to exercise the early termination option set forth in this Section 4(b) in a timely manner and in strict accordance with the provisions of this Section 4(b)suite 110.
Appears in 1 contract
Samples: Lease Agreement (Cardionet Inc)
Term and Possession. (a) Subject to and upon the terms and conditions set forth herein, the Term The term of this Lease shall be for sixty (60) full calendar months (or until sooner terminated or extended, as the period specified in case may be, as hereinafter provided) (the Basic “Lease Information. Term”) beginning on March 1, 2008 or on the “Commencement Date” (as hereinafter defined), whichever shall last occur, except that if the Commencement Date is other than the first day of a calendar month, the term of this Lease shall be extended such that it expires on the last day of a calendar month.
(b) The Term Commencement Date (also known as the “Original Commencement Date”) shall commence on mean and be defined as the earlier of (i) the date that upon which the Leasehold Improvements for the Leased Premises have been “Substantially Completed” in accordance with the Plans and Specifications as evidenced by the issuance of a Certificate of Occupancy or the equivalent for the Premises is delivered to Tenant free and clear by the City of Orlando (other than any third-party occupancy and work which cannot be completed on such date provided such incompletion will not substantially interfere with Tenant’s use of the Leased Premises), or (ii) the date on which Tenant takes possession of a portion of or all the Leased Premises provided, however, that if Landlord shall be delayed in such Substantial Completion as a result of: (1) Tenant’s failure to agree to plans, specifications, or cost estimates before the date referred to in the separate Work Letter Agreement attached hereto as Exhibit “C” and made a part hereof; (2) Tenant’s request for materials, finishes or installation other than Landlord’s standard; (3) Tenant’s changes in plans; or (4) the performance or completion by a party employed by Tenant, the Commencement Date and the Tenant’s obligation to commence paying rent hereunder shall be accelerated as provided in Exhibit “C” attached hereto and made part hereof.
(c) Landlord shall perform the Leasehold Improvements in the Premises as provided in the Work Letter Agreement (Exhibit “C” attached hereto) with diligence, subject to events and delays due to causes beyond its reasonable control. In addition, Landlord agrees, at Landlord’s sole cost (and not as part of “Landlord’s Contribution” as defined in the Work Letter Agreement and without possibility of reimbursement from Tenant first commences normal business operation from as Additional Rent or otherwise), to place in good working order all mechanical, plumbing, electrical, heating, ventilating and air conditioning systems within the Premises before the commencement of the Leasehold Improvements. The Leased Premises shall be deemed Substantially Completed and possession delivered when Landlord has Substantially Completed the work to be constructed or installed pursuant to the provisions of the Work Letter Agreement, as evidenced by the issuance of a Certificate of Occupancy or the equivalent for the Premises by the City of Orlando, subject only to the completion of items on Landlord’s punch list (and exclusive of the installation of all telephone and other communications facilities and equipment and other finish work to be performed by or for Tenant).
(d) If Substantial Completion of the Leased Premises or possession thereof by Tenant is delayed because any tenant or other occupant thereof hold over, and Landlord is delayed, using good faith efforts in Landlord’s discretion, in acquiring possession of the Leased Premises, Landlord shall not be deemed in default, nor in any way liable to Tenant because of such delay, and Tenant agrees to accept possession of the Leased Premises at such time as Landlord is able to tender the same, which date shall thenceforth be deemed the Commencement Date not withstanding any other provision herein to the contrary.
(e) The taking of possession by Tenant shall be deemed conclusively to establish that the Building, other improvements, and the Leasehold Improvements for the Leased Premises have been completed in accordance with the Plans and Specifications and are in good and satisfactory condition as of when possession was so taken except for such items as Landlord is permitted to complete at a later date which items (i) shall be specified by Landlord to Tenant in writing or (ii) shall be identified by Tenant in writing as conditions needed to be corrected within the Premises provided Tenant so notifies Landlord of such items within ten (10) days after Tenant takes possession of the Premises and the architect reviews the work and agrees that it is not in compliance with the plans and specifications outlined in the approved construction documents. Landlord shall remedy such items within sixty (60) days after Tenant takes possession of the Premises (except for any long lead items ordered at the request of Tenant) and any additional expense incurred to correct the Landlord’s Work other than Tenant’s Costs outlined in Exhibit “C: shall be Landlord’s cost. Promptly following the Commencement Date”)Date Tenant shall execute and deliver to Landlord a letter of acceptance of delivery of the Leased Premises, such letter to be on Landlord’s standard form therefore. In the event of any dispute as to when and whether the inability of work performed or required to be performed by Landlord to deliver possession of the Premises for any reason whatsoever, including, without limitationhas been Substantially Completed, the vacating Certificate of the Premises Occupancy or equivalent document issued by the prior tenant of the Premises, neither Landlord nor its agents local governmental authority shall be liable for any damage caused therebyconclusive evidence of such completion, nor shall this Lease thereby become void or voidable, however, in such event Tenant shall not be liable for any rent until the actual occurrence of the Commencement Date. Notwithstanding the foregoing to the contrary, if, for any reason, Landlord has not delivered possession of the Premises to Tenant as described in clause (i) above as of January 1, 2020, Tenant, as Tenant’s sole remedy, will have the right to terminate this Lease by written notice delivered to Landlord at any time prior to Landlord’s delivery of possession of the Premises to Tenant; provided, however, that such January 1, 2020 date shall be extended so long as Landlord is using its good faith and diligent efforts to deliver possession of the Premises to Tenant (by unlawful detainer or otherwise). Within thirty (30) days after the Commencement Date, Landlord and Tenant shall execute an amendment to this Lease (“First Amendment to Lease and Acknowledgment”) setting forth the Commencement Date and the expiration date of the term of the Lease, which shall be in the form attached hereto as Exhibit B.
(b) Tenant shall have the one-time option to terminate and cancel the Lease effective on the last day date of the eighty-fifth (85th) month after the Commencement Date (the “Termination Date”), which right is contingent upon Tenant paying to Landlord the “Termination Consideration” (as defined below) concurrent with Tenant’s delivery of a copy or equivalent document of any such certificate to Tenant.
(f) For the Termination Notice (as defined below). To exercise such termination option, Tenant must deliver to Landlord on or before January 1, 2025, irrevocable written notice of Tenant’s exercise of such option (the “Termination Notice”) and the amount of the Termination Consideration. As used herein, the “Termination Consideration” shall mean the amount equal to Two Million and No/100ths Dollars ($2,000,000.00). Failure by Tenant to timely pay the Termination Consideration shall terminate Tenant’s option to terminate this Lease. If Tenant properly and timely exercises the termination option in this Section 4(b), this Lease shall expire at midnight on the Termination Date and Tenant shall be required to surrender the Premises to Landlord on or prior to such Termination Date in accordance with the applicable provisions purposes of this Lease. The option to terminate set forth in this Section 4(b) is personal to the original Tenant executing this , Lease and may not be assigned, voluntarily or involuntarily, separate from or as part of this Lease. At Landlord’s option, all rights of Tenant under this Section 4(b) Year shall terminate and be of no force or effect if any of the following individual events occur or any combination thereof occur: (1) Tenant has been in default beyond any notice and cure period on more than one (1) occasion during any consecutive mean each twelve (12) month period during beginning on the initial Term Original Commencement Date and each anniversary of the LeaseOriginal Commencement Date (or the first day of the succeeding calendar month following the month in which the Commencement Date occurs should such date be on any day after the first day of a calendar month), or is in default and extending until the last day of any provision of this Lease on the date Landlord receives the Termination Notice; and/or each twelve (212) Tenant has assigned its rights and obligations under all or part of this Lease; and/or (3) Tenant has failed to exercise the early termination option set forth in this Section 4(b) in a timely manner and in strict accordance with the provisions of this Section 4(b)full calendar month period thereafter.
Appears in 1 contract
Term and Possession. (a) Subject to and upon the terms and conditions set forth herein, the Term See Article
3.01 The term of this Lease shall be for the period specified in the Basic Lease Information. The Term shall commence * years, beginning on the earlier of (i) the date that the Premises is delivered to Tenant free and clear of any third-party occupancy and (ii) the date that Tenant first commences normal business operation from the Premises (the “Commencement Date”). In the event day of the inability month of Landlord to deliver possession of the Premises for any reason whatsoever* , including, without limitation, the vacating of the Premises by the prior tenant of the Premises, neither Landlord nor its agents shall be liable for any damage caused thereby, nor shall this Lease thereby become void or voidable, however, in such event Tenant shall not be liable for any rent until the actual occurrence of the Commencement Date. Notwithstanding the foregoing to the contrary, if, for any reason, Landlord has not delivered possession of the Premises to Tenant as described in clause (i) above as of January 1, 2020, Tenant, as Tenant’s sole remedy, will have the right to terminate this Lease by written notice delivered to Landlord at any time prior to Landlord’s delivery of possession of the Premises to Tenant; provided, however, that such January 1, 2020 date shall be extended so long as Landlord is using its good faith 19__ and diligent efforts to deliver possession of the Premises to Tenant (by unlawful detainer or otherwise). Within thirty (30) days after the Commencement Date, Landlord and Tenant shall execute an amendment to this Lease (“First Amendment to Lease and Acknowledgment”) setting forth the Commencement Date and the expiration date of the term of the Lease, which shall be in the form attached hereto as Exhibit B.
(b) Tenant shall have the one-time option to terminate and cancel the Lease effective ending on the last day of the eightymonth of * , 19__, unless terminated earlier as provided in this Lease.
3 4.01 During the term hereof, Tenant shall pay to the landlord without demand and without deduction or set-fifth (85th) off of any amount for any reason whatsoever, at the times and in the manner hereinafter provided, rent for the Premises as follows:
28.03 per month after the Commencement Date (the “Termination Date”"Base Rent"), which right payable in advance on the first day of each calendar month during the term hereof or any period prior or subsequent thereto while (with Landlord's consent) tenant is contingent upon in possession of the Premises. Rent for a partial month shall be prorated.
4.02 Tenant paying shall during the term hereof, or any extension thereof, also pay to Landlord the “Termination Consideration” (as defined below) concurrent with Tenant’s delivery its proportionate part of the Termination Notice (as defined belowOperating Cost over and above those incurred in the Base Year during the Adjusted Rental Period(s). To exercise such termination optionTenant's proportionate part shall be a fraction, Tenant must deliver to Landlord on or before January 1, 2025, irrevocable written notice the numerator of Tenant’s exercise which is the number of such option (square feet of floor area in the “Termination Notice”) Premises and the amount denominator of which is the Termination Considerationtotal number of net rentable square feet in the Building of which the Premises are a part. As used hereinShould this Lease terminate prior to the end of a calendar year, the “Termination Consideration” shall mean the amount equal to Two Million and No/100ths Dollars ($2,000,000.00). Failure by Tenant to timely pay the Termination Consideration shall terminate Tenant’s option to terminate this Lease. If Tenant properly and timely exercises the termination option in this Section 4(b)additional rental, this Lease shall expire at midnight on the Termination Date and Tenant if any, due hereunder shall be required prorated to surrender the Premises to Landlord on or prior to such Termination Date in accordance with the applicable provisions date of termination of this Lease. The option Tenant shall pay its portion of the Operating Costs to terminate set forth in this Section 4(bwit:
(a) is personal to the original Tenant executing this Lease and may not be assigned, voluntarily or involuntarily, separate from or as part Upon commencement of this Lease, Tenant shall pay to Landlord simultaneously with each rent payment a sum equal to one-twelfth of the estimate of the total annual Operating Cost allocable to Tenant as herein provided. At That estimate of the monthly payments for the first lease year, or portion thereof, shall be $ *. Said sum shall continue to be paid each month thereafter until the termination of the Lease or upon written notice form Landlord prior to the end of any lease year notifying Tenant of any increase or decrease for the succeedin year. Upon receipt of such notification, Tenant shall thereafter, commencing with the first month of the succeeding lease year, pay to Landlord a monthly installment as based on any revisions as landlord may direct. Provided, however, upon the conclusion of each lease year, Landlord shall, where applicable, make an adjustment for Tenant's portion of its obligation to the Operating Cost of the preceeding lease year by either sending a written statement to Tenant for an amount of any balance then due and owing, which amount shall be paid within ten days from receipt of the aforesaid written statement; or, should there be determined an overage had been paid by Tenant for the preceding year, then such overage shall be credited to the monthly payment of Operating Cost then to be paid by Tenant. * to be determined
(b) Within 120 days after the end of each Fiscal Year, Landlord shall furnish Tenant with a comparative statement prepared by a firm of independent certified public accountants setting forth in reasonable detail the Operating Cost in the Base year and those respective items in each of the Adjusted Rental Periods(s) for which additional rental is due.
(c) Tenant shall have the right to inspect and examine at reasonable time the Landlord’s option's records pertaining to the Operating Cost for the Base Year and for the Adjusted Rental Period(s)
4.03 All amounts payable by Tenant to Landlord under this Lease shall be deemed to be Rent and shall be payable and recoverable as Rent in the manner herein provided, and Landlord shall have all rights against Tenant for default in any such payment as in the case of Tenant under this Section 4(b) arrears of rent. Tenant's obligation to pay Rent shall terminate and be of no force survive the expiration or effect if any of the following individual events occur or any combination thereof occur: (1) Tenant has been in default beyond any notice and cure period on more than one (1) occasion during any consecutive twelve (12) month period during the initial Term of the Lease, or is in default of any provision of this Lease on the date Landlord receives the Termination Notice; and/or (2) Tenant has assigned its rights and obligations under all or part earlier termination of this Lease; and/or (3) .
4.04 In the event that the Base rent, or any other sum payable by Tenant to Landlord under this Lease, shall not be received with in 5 days of the due date thereof, Landlord may, at its options, add a monthly service charge, at a rate which shall be 1 1/2% for each month or fraction thereof from such rent due date during which such Base Rent or other sum remains unpaid. Further, in event that any check which has failed been remitted to exercise Landlord by Tenant for payment of the early termination option set forth in Base Rent, or any other sum payable under this Section 4(b) in a timely manner and in strict accordance with Lease, shall not be honored upon its presentation for payment, then the provisions monthly service charge shall be similarly imposed on said amount from the due date until paid. Acceptance by the Landlord of this Section 4(b)such service charge shall not be deemed to be waiver by Landlord of any default nor shall it restrict the remedies otherwise available to Landlord hereunder.
Appears in 1 contract
Samples: Lease (Healthcare Recoveries Inc)
Term and Possession. (a) Subject to and upon the terms and conditions set forth herein, the Term of this Lease shall be for the period specified in the Basic Lease Information. The Term shall commence on , commencing upon the earlier of the following dates (the "Commencement Date"): (i) the date that on which the Premises is delivered to Tenant free and clear of any third-party occupancy and are Substantially Complete (as defined below); (ii) the date that Tenant first commences normal business operation from on which the Premises would have been Substantially Complete had there been no delays caused by or attributable to the Tenant; or (iii) the “Commencement Date”). In date upon which the event of the inability of Landlord to deliver Tenant takes possession of the Premises for any reason whatsoever, including, without limitation, with the vacating of the Premises by the prior tenant of the Premises, neither Landlord nor its agents shall be liable for any damage caused thereby, nor shall this Lease thereby become void or voidable, however, in such event Tenant shall not be liable for any rent until the actual occurrence of the Commencement Date. Notwithstanding the foregoing to the contrary, if, for any reason, Landlord has not delivered possession of the Premises to Tenant as described in clause (i) above as of January 1, 2020, Tenant, as Tenant’s sole remedy, will have the right to terminate this Lease by Landlord's written notice delivered to Landlord at any time prior to Landlord’s delivery of possession of the Premises to Tenant; provided, however, that such January 1, 2020 date shall be extended so long as Landlord is using its good faith and diligent efforts to deliver possession of the Premises to Tenant (by unlawful detainer or otherwise)consent. Within thirty (30) days after the Commencement Date, Landlord and Tenant shall execute an amendment to this Lease (“"First Amendment to Lease and Acknowledgment”") setting forth the Commencement Date and the expiration date of the term of the Lease, which shall be in the form attached hereto as Exhibit B.
C. For purposes of the foregoing, the Premises shall be deemed to be "Substantially Complete" when Tenant is tendered direct access to the Premises with building services ready to be furnished to the Premises, a certificate of occupancy (btemporary or final) has been issued by the appropriate governmental entity, and all construction to be provided by Landlord, as set forth in the Work Letter Agreement has been completed, with the exception of the Punch List Items. Landlord shall Substantially Complete the Premises by the Completion Deadline as set forth in the Basic Lease Information, plus extensions thereto equal to the durations of (i) any delays beyond the reasonable control of Landlord, such as acts of God, fire, earthquake, acts of a public enemy, riot, insurrection, unavailability of materials, governmental restrictions on the sale of materials or supplies or on the transportation of such materials or supplies, strike directly affecting construction or transportation of materials or supplies, shortages of materials or labor resulting from government controls, weather conditions, or any other cause or events beyond the reasonable control of Landlord (collectively, "Force Majeure Event"), or (ii) delays caused by Tenant. The parties agree that if Landlord is unable to Substantially Complete the Premises by the Completion Deadline, plus any extension thereto pursuant to this Section, this Lease shall not be void or voidable, but Tenant shall receive a credit of two days of free rent for each day of delay and the expiration date of the Term of this Lease shall be extended for such delay; but in such event, Tenant shall not be liable for any Rent until the Commencement Date; provided, however if such delays were Tenant, Rent shall commence as of the scheduled Completion Deadline. Notwithstanding the foregoing, if the Premises are not substantially completed within ninety (90) days of the Completion Deadline (excluding and Tenant Delays or Force Majeure Events), Tenant shall have the one-time option to complete the Premises and deduct such completion costs from the Rent (plus interest) until fully reimbursed or Tenant shall have the right, but not the obligation, to terminate and cancel the Lease effective on the last day of the eighty-fifth (85th) month after the Commencement Date (the “Termination Date”), which right is contingent upon Tenant paying to Landlord the “Termination Consideration” (as defined below) concurrent with Tenant’s delivery of the Termination Notice (as defined below). To exercise such termination option, Tenant must deliver to Landlord on or before January 1, 2025, irrevocable written notice of Tenant’s exercise of such option (the “Termination Notice”) and the amount of the Termination Consideration. As used herein, the “Termination Consideration” shall mean the amount equal to Two Million and No/100ths Dollars ($2,000,000.00). Failure by Tenant to timely pay the Termination Consideration shall terminate Tenant’s option to terminate this Lease. If Tenant properly and timely exercises the termination option in this Section 4(b), this Lease shall expire at midnight on the Termination Date and Tenant shall be required to surrender the Premises to Landlord on or prior to such Termination Date in accordance with the applicable provisions terms upon five (5) business days prior written notice, and the parties shall thereafter be relieved of any further obligations, or liability under this Lease. The option to terminate set forth in this Section 4(b) is personal to the original Tenant executing this Lease and may not be assigned, voluntarily or involuntarily, separate from or except as part of this Lease. At Landlord’s option, all rights of Tenant under this Section 4(b) shall terminate and be of no force or effect if any of the following individual events occur or any combination thereof occur: (1) Tenant has been in default beyond any notice and cure period on more than one (1) occasion during any consecutive twelve (12) month period during the initial Term of the Lease, or is in default of any provision of this Lease on the date Landlord receives the Termination Notice; and/or (2) Tenant has assigned its rights and obligations under all or part of this Lease; and/or (3) Tenant has failed to exercise the early termination option set forth in this Section 4(b) in a timely manner and in strict accordance with the provisions of this Section 4(b)otherwise provided herein.
Appears in 1 contract
Term and Possession. (a) Subject to and upon the terms and conditions set forth herein, the The Term of this Lease shall be for the period specified in the Basic Lease Information, as that Term may be extended or terminated as provided herein. Landlord shall use its best reasonable efforts to deliver the Premises to Tenant on November 1, 1998. All permits required to construct the structural portions of the building shell and core have been obtained. The Term shall commence on the earlier of (i) the date that the Premises is delivered to Tenant free and clear of any third-party occupancy and (ii) the date that Tenant first commences normal business operation from the Premises (the “Commencement Date”)applications for tenant improvement permits have not yet been submitted. In the event of the inability of If Landlord to cannot deliver possession of the Premises for any reason whatsoeverby November 1, including1998, without limitationand such failure is not attributable to Landlord's gross negligence or willful misconduct, the vacating of the Premises by the prior tenant of the Premises, neither Landlord nor its agents shall be liable for any damage caused thereby, nor shall this Lease thereby become shall not be void or voidable, however, in such event nor shall Landlord or its agent be liable to Tenant for any loss or damage resulting therefrom. Tenant shall not be liable for any rent until the actual occurrence Commencement Date (defined below) unless Tenant is responsible for a delay as provided in Exhibit B, Paragraph 14, in which case Tenant shall begin paying Rent as of the date that would have been the Commencement DateDate but for the Tenant Delay. Notwithstanding the foregoing to the contrary, if, for any reason, If Landlord has not delivered tenders possession of the Premises to Tenant as described in clause (i) above as of January prior to November 1, 20201998, Tenant, as Tenant’s sole remedy, will and the requirements for the Commencement Date have been met then the right to terminate Term of this Lease and Tenant's obligations hereunder shall commence on the date that Landlord delivers such possession, if Tenaxx xxxes possession. Any failure to deliver possession by written notice delivered to Landlord at any time prior to Landlord’s November 1, 1998 or delivery of possession of the Premises prior to Tenant; provided, however, that such January 1, 2020 date shall be extended so long as Landlord is using its good faith and diligent efforts to deliver possession of the Premises to Tenant (by unlawful detainer or otherwise). Within thirty (30) days after the Commencement Date, Landlord and Tenant shall execute an amendment to this Lease (“First Amendment to Lease and Acknowledgment”) setting forth the Commencement Date and shall not in any way affect the expiration date obligations of Tenant hereunder to lease the term of the Lease, which shall be in the form attached hereto as Exhibit B.Premises.
(b) Tenant The Commencement Date shall have be the one-time option to terminate and cancel later of November 1, 1998, or the Lease effective date on the last day which one of the eighty-fifth following sets of events has occurred: (85thi) month after the Commencement Date (the “Termination Date”), which right is contingent upon Tenant paying to Landlord the “Termination Consideration” (as defined below) concurrent with Tenant’s delivery of the Termination Notice (as defined below). To exercise such termination option, Tenant must deliver to Landlord on or before January 1, 2025, irrevocable written notice of Tenant’s exercise of such option (the “Termination Notice”) and the amount of the Termination Consideration. As used herein, the “Termination Consideration” shall mean the amount equal to Two Million and No/100ths Dollars ($2,000,000.00). Failure by Tenant to timely pay the Termination Consideration shall terminate Tenant’s option to terminate this Lease. If Tenant properly and timely exercises the termination option in this Section 4(b), this Lease shall expire at midnight on the Termination Date and Tenant shall be required to surrender the Premises to Landlord on or prior to such Termination Date have been Substantially Completed in accordance with the applicable provisions plans and specifications approved by Tenant and, the City of this Lease. The option to terminate set forth in this Section 4(b) is personal to the original Tenant executing this Lease and may not be assignedBellevue has completed its inspection, voluntarily or involuntarily, separate from or as part of this Lease. At Landlord’s option, all rights of Tenant under this Section 4(b) shall terminate and be of no force or effect if any of the following individual events occur or any combination thereof occur: (1) Tenant has been in default beyond any notice and cure period on more than one (1) occasion during any consecutive twelve (12) month period during the initial Term of the Lease, or is in default of any provision of this Lease on the date Landlord receives the Termination Notice; and/or (2) Tenant has assigned its rights and obligations under all or part of this Lease; and/or (3) Tenant has failed to exercise the early termination option set forth in this Section 4(b) in a timely manner and in strict accordance with the provisions of this Section 4(b).approved the
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Term and Possession. (a) Subject to and upon The term of the terms and conditions set forth herein, the Term of this Lease shall be for sixty (60) months (or until sooner terminated as herein provided) (the period specified in "Lease Term"), beginning on the Basic "Commencement Date" (as hereinafter defined), except that if the date the Lease InformationTerm begins is other than the first day of a calendar month, the term hereof shall be extended for the remainder of that calendar month. The first lease year ("Lease Year") shall begin on the date the Lease Term commences and shall commence end on the last day of the twelfth (12th) full month following the date the Lease Term commences. Succeeding Lease Years shall each consist of a twelve (12)-month period beginning with the first day of the first month following the end of the prior Lease Year.
(b) The Commencement Date shall be the earlier of (i) the date that upon which the Premises is delivered to Tenant free have been substantially completed in accordance with the plans and clear specifications of Landlord (other than any third-party occupancy and work which cannot be completed on such date provided such incompletion will not substantially interfere with Tenant's use of the Premises), or (ii) the date that on which Tenant first commences normal business operation from the Premises (the “Commencement Date”). In the event of the inability of Landlord to deliver takes possession of the Premises for any reason whatsoever, including, without limitation, the vacating of the Premises by the prior tenant all of the Premises, neither Landlord nor its agents shall be liable for any damage caused thereby, nor shall this Lease thereby become void or voidable, however, in such event Tenant shall not be liable for any rent until the actual occurrence of the Commencement Date. Notwithstanding the foregoing to the contrary, if, for any reason, Landlord has not delivered possession of the Premises to Tenant as described in clause (i) above as of January 1, 2020, Tenant, as Tenant’s sole remedy, will have the right to terminate this Lease by written notice delivered to Landlord at any time prior to Landlord’s delivery of possession of the Premises to Tenant; provided, however, that such January 1, 2020 date if Landlord shall be extended so long delayed in such substantial completion as Landlord is using its good faith and diligent efforts to deliver possession a result of any of the Premises following (hereinafter, a "Tenant Delay"): (1) Tenant's failure to agree to plans, specifications, or cost estimates with a reasonable period of time; (2) Tenant's request for materials, finishes or installations other than Landlord's standard, provided Landlord has notified Tenant at the time of Tenant's request that such request may result in a delay in substantial completion; (3) Tenant's changes in plans, provided Landlord has notified Tenant at the time of Tenant's request that such request may result in a delay in substantial completion; or (4) the performance or completion by unlawful detainer a party employed by Tenant; or otherwise). Within thirty (305) days after Tenant's failure for any reason to perform any obligation under the Commencement Date, Landlord and Tenant shall execute an amendment to this Lease (“First Amendment to Lease and Acknowledgment”including, but not limited to, Exhibit "C" attached hereto) setting forth within the specified period, the Commencement Date and the expiration date payment of rent hereunder shall be accelerated by the number of days of such delay.
(c) The Premises shall be deemed substantially completed and possession delivered when Landlord has substantially completed the work to be constructed or installed pursuant to the plans and specifications described in Exhibit "C" attached hereto and made a part hereof, subject only to the completion of items on Landlord's punch list (and exclusive of the term installation of all telephone and other communications facilities and equipment and other finish work to be performed by or for Tenant), and Landlord has obtained a certificate of occupancy (or temporary certificate of occupancy which permits Tenant to commence conducting Tenant's business from the Lease, which shall be in the form attached hereto as Exhibit B.
(b) Premises). Tenant shall have the one-time option right prior to terminate and cancel the Lease effective on the last day of the eighty-fifth (85th) month after the Commencement Date to enter upon the Premises to prepare same for occupancy by Tenant, including, but not limited to, installation of telephone, data and other telecommunication equipment, office furniture and furniture systems, installation of security devices and locks, and other finish work to be performed by or for Tenant.
(the “Termination Date”), which right is contingent upon Tenant paying to Landlord the “Termination Consideration” (as defined belowd) concurrent with Tenant’s delivery The taking of the Termination Notice (as defined below). To exercise such termination option, Tenant must deliver to Landlord on or before January 1, 2025, irrevocable written notice of Tenant’s exercise of such option (the “Termination Notice”) and the amount of the Termination Consideration. As used herein, the “Termination Consideration” shall mean the amount equal to Two Million and No/100ths Dollars ($2,000,000.00). Failure possession by Tenant to timely pay the Termination Consideration shall terminate Tenant’s option to terminate this Lease. If Tenant properly and timely exercises the termination option in this Section 4(b), this Lease shall expire at midnight on the Termination Date and Tenant shall be required deemed conclusively to surrender establish that the Building, other improvements, and the Premises to Landlord on or prior to such Termination Date have been completed in accordance with the applicable provisions plans and specifications and are in good and satisfactory condition as of this Lease. The option to terminate set forth in this Section 4(b) is personal to the original Tenant executing this Lease when possession was so taken, except for latent defects and may not be assigned, voluntarily or involuntarily, separate from or as part of this Lease. At Landlord’s option, all rights of Tenant under this Section 4(b) shall terminate and be of no force or effect if any of the following individual events occur or any combination thereof occur: (1) Tenant has been in default beyond any notice and cure period on more than one (1) occasion during any consecutive twelve (12) month period during the initial Term of the Lease, or is in default of any provision of this Lease on the date Landlord receives the Termination Notice; and/or (2) Tenant has assigned its rights and obligations under all or part of this Lease; and/or (3) Tenant has failed to exercise the early termination option set forth in this Section 4(b) in a timely manner and in strict accordance with the provisions of this Section 4(b)punchlist items.
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Term and Possession. (a) Subject to and upon the terms and conditions set forth herein, the Term The term of this Lease (the “Term”) shall be for the period specified in the Basic Lease InformationInformation (or until sooner terminated as herein provided), commencing on the Commencement Date and expiring on the Expiration Date. The Term “Commencement Date” shall commence on be the earlier to occur of (i) thirty (30) days after the date on which Landlord gives Tenant written notice that the Premises is delivered to Tenant free and clear of any third-party occupancy and available for Tenant’s occupancy, or (ii) any earlier date upon which Tenant actually occupies and conducts business in any portion of the date Premises. Within five (5) business days after the Commencement Date, the parties shall execute a letter confirming the Commencement Date and certifying that Tenant first commences normal business operation from has accepted delivery of the Premises (the “Commencement DateDate Memorandum”). In Either party’s failure to request execution of, or to execute, the event Commencement Date Memorandum shall not in any way alter the Commencement Date. By occupying the Premises, Tenant shall be deemed to have accepted the same as suitable for the purpose herein intended. The “Expiration Date” shall be the date that is one day prior to the tenth anniversary of the inability Commencement Date (subject to extension in accordance with Paragraph 42 to the date that is one day prior to the fifth anniversary of any exercised Extension Term).
(b) Tenant is aware that the Premises is currently occupied by another tenant (“Existing Tenant”). Pursuant to a written agreement between Landlord and the Existing Tenant, the Existing Tenant has agreed to deliver vacate the Premises on or before the Estimated Availability Date set forth in the Basic lease Information. If Landlord, for any reason whatsoever (including without limitation the failure of the Existing Tenant to surrender possession of the Premises for any reason whatsoeveron or before the Estimated Availability Date), including, without limitation, the vacating of the Premises by the prior tenant of the Premises, neither Landlord nor its agents shall be liable for any damage caused thereby, nor shall this Lease thereby become void or voidable, however, in such event Tenant shall cannot be liable for any rent until the actual occurrence of the Commencement Date. Notwithstanding the foregoing to the contrary, if, for any reason, Landlord has not delivered possession of the Premises to Tenant as described in clause (i) above as of January 1, 2020, Tenant, as Tenant’s sole remedy, will have the right to terminate this Lease by written notice delivered to Landlord at any time prior to Landlord’s delivery of possession of the Premises to Tenant; provided, however, that such January 1, 2020 date shall be extended so long as Landlord is using its good faith and diligent efforts to deliver possession of the Premises to Tenant (by unlawful detainer or otherwise). Within thirty (30) days after the Estimated Commencement Date, Landlord and Tenant shall execute an amendment to this Lease (“First Amendment shall not be void or voidable, nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom. In that event, however, the Term of the Lease and Acknowledgment”) setting forth shall not commence until such commencement date as is determined pursuant to Paragraph 2(a). In such event, the Commencement Date and the expiration date Expiration Date shall be adjusted accordingly.
(c) The Premises shall be delivered by Landlord to Tenant in its as-is, where-is condition, with all faults”, but in “broom clean” condition. Tenant acknowledges that Landlord has not made any representation or warranty, express or implied, with respect to the condition of the term Premises, the suitability or fitness of the Lease, which shall be in Premises for the form attached hereto as Exhibit B.
(b) Tenant shall have the one-time option to terminate and cancel the Lease effective on the last day of the eighty-fifth (85th) month after the Commencement Date (the “Termination Date”), which right is contingent upon Tenant paying to Landlord the “Termination Consideration” (as defined below) concurrent with Tenant’s delivery of the Termination Notice (as defined below). To exercise such termination option, Tenant must deliver to Landlord on or before January 1, 2025, irrevocable written notice conduct of Tenant’s exercise Permitted Uses or for any other purposes, or the actual dimensions of such option (the “Termination Notice”) Premises. Tenant represents and warrants that Tenant has conducted a thorough and diligent inspection and investigation, either independently or through agents of Tenant’s own choosing, of the Premises and the amount suitability of the Termination Consideration. As used herein, the “Termination Consideration” shall mean the amount equal to Two Million and No/100ths Dollars ($2,000,000.00). Failure by Tenant to timely pay the Termination Consideration shall terminate Premises for Tenant’s option to terminate this Leaseintended use, that Tenant is fully aware of the needs of its operations and has determined, based solely on its own investigation, that the Premises are suitable for its operations and intended use. If Tenant properly and timely exercises In no event shall Landlord be liable for any defect in the termination option in this Section 4(b), this Lease shall expire at midnight Premises or for any limitations on the Termination Date use of the Premises, except as expressly and Tenant shall be required to surrender the Premises to Landlord on or prior to such Termination Date in accordance with the applicable provisions of this Lease. The option to terminate specifically set forth in this Section 4(b) is personal to the original Tenant executing this Lease and may not be assigned, voluntarily or involuntarily, separate from or as part of this Lease. At Landlord’s option, all rights of Tenant under this Section 4(b) shall terminate and be of no force or effect if any of the following individual events occur or any combination thereof occur: (1) Tenant has been in default beyond any notice and cure period on more than one (1) occasion during any consecutive twelve (12) month period during the initial Term of the Lease, or is in default of any provision of this Lease on the date Landlord receives the Termination Notice; and/or (2) Tenant has assigned its rights and obligations under all or part of this Lease; and/or (3) Tenant has failed to exercise the early termination option set forth in this Section 4(b) in a timely manner and in strict accordance with the provisions of this Section 4(b).
Appears in 1 contract
Samples: Sublease (Aruba Networks, Inc.)
Term and Possession. (a) Subject to and upon the terms and conditions set forth herein, the Term a. The term of this Lease shall be for Thirty Nine (39) full calendar months (unless sooner terminated or extended, as the period specified in case may be, as hereinafter provided) (the Basic “Lease Information. Term”) beginning on the “Commencement Date” (as hereinafter defined), except that if the Commencement Date is other than the first day of a calendar month, the term of this Lease shall be extended such that it expires on the last day of a calendar month.
b. The Term Commencement Date shall commence on mean and be defined as the earlier of (i) the date that upon which the Premises is delivered to Tenant free “Substantially Complete”, or deemed “Substantially Complete”, as such term is defined in the Work Letter Agreement attached hereto and clear of any third-party occupancy and made a part hereof as Exhibit “B”, or (ii) the date that on which Tenant first commences normal business operation from takes possession of a portion of or all the Premises.
c. Landlord shall Substantially Complete the “Leasehold Improvements” in the Premises as provided in the Work Letter Agreement with reasonable diligence, subject to events and delays due to causes beyond its reasonable control, including Tenant Delays (as defined in the “Commencement Date”Work Letter Agreement). In the event .
d. If Substantial Completion of the inability Premises or possession thereof by Tenant is delayed because any tenant or other occupant thereof holds over, and Landlord is delayed, using good faith efforts in Landlord’s discretion, in acquiring possession of the Premises, Landlord shall not be deemed in default, nor in any way liable to deliver Tenant because of such delay, and Tenant agrees to accept possession of the Premises for at such time as Landlord is able to tender the same as Substantially Complete, which date shall thenceforth be deemed the Commencement Date notwithstanding any reason whatsoeverother provision herein to the contrary.
e. Promptly following the Commencement Date Tenant shall execute and deliver to Landlord a letter of acceptance of delivery of the Premises, including, without limitation, such letter to be on Landlord’s standard form. The delivery of the vacating acceptance letter by Tenant shall not constitute a condition of evidence of delivery and acceptance of the Premises by Tenant.
f. For the prior tenant of the Premises, neither Landlord nor its agents shall be liable for any damage caused thereby, nor shall this Lease thereby become void or voidable, however, in such event Tenant shall not be liable for any rent until the actual occurrence of the Commencement Date. Notwithstanding the foregoing to the contrary, if, for any reason, Landlord has not delivered possession of the Premises to Tenant as described in clause (i) above as of January 1, 2020, Tenant, as Tenant’s sole remedy, will have the right to terminate this Lease by written notice delivered to Landlord at any time prior to Landlord’s delivery of possession of the Premises to Tenant; provided, however, that such January 1, 2020 date shall be extended so long as Landlord is using its good faith and diligent efforts to deliver possession of the Premises to Tenant (by unlawful detainer or otherwise). Within thirty (30) days after the Commencement Date, Landlord and Tenant shall execute an amendment to this Lease (“First Amendment to Lease and Acknowledgment”) setting forth the Commencement Date and the expiration date of the term of the Lease, which shall be in the form attached hereto as Exhibit B.
(b) Tenant shall have the one-time option to terminate and cancel the Lease effective on the last day of the eighty-fifth (85th) month after the Commencement Date (the “Termination Date”), which right is contingent upon Tenant paying to Landlord the “Termination Consideration” (as defined below) concurrent with Tenant’s delivery of the Termination Notice (as defined below). To exercise such termination option, Tenant must deliver to Landlord on or before January 1, 2025, irrevocable written notice of Tenant’s exercise of such option (the “Termination Notice”) and the amount of the Termination Consideration. As used herein, the “Termination Consideration” shall mean the amount equal to Two Million and No/100ths Dollars ($2,000,000.00). Failure by Tenant to timely pay the Termination Consideration shall terminate Tenant’s option to terminate this Lease. If Tenant properly and timely exercises the termination option in this Section 4(b), this Lease shall expire at midnight on the Termination Date and Tenant shall be required to surrender the Premises to Landlord on or prior to such Termination Date in accordance with the applicable provisions purposes of this Lease. The option to terminate set forth in this Section 4(b) is personal to the original Tenant executing this , a Lease and may not be assigned, voluntarily or involuntarily, separate from or as part of this Lease. At Landlord’s option, all rights of Tenant under this Section 4(b) Year shall terminate and be of no force or effect if any of the following individual events occur or any combination thereof occur: (1) Tenant has been in default beyond any notice and cure period on more than one (1) occasion during any consecutive mean each twelve (12) month period during beginning on the initial Term Commencement Date and each anniversary of the LeaseCommencement Date (or the first day of the succeeding calendar month following the month in which the Commencement Date occurs should such date be on any day after the first day of a calendar month), or is in default and extending until the last day of any provision of this Lease on the date Landlord receives the Termination Notice; and/or each twelve (212) Tenant has assigned its rights and obligations under all or part of this Lease; and/or (3) Tenant has failed to exercise the early termination option set forth in this Section 4(b) in a timely manner and in strict accordance with the provisions of this Section 4(b)full calendar month period thereafter.
Appears in 1 contract
Term and Possession. (a) Subject to and upon the terms and conditions set forth herein, the Term The term of this Lease shall be for (the period specified in the Basic Lease Information. The Term “Term”) shall commence on the earlier to occur of (i) the date that upon which Tenant commences to conduct business operations from the Premises is delivered to Tenant free and clear of any third-party occupancy and Premises, or (ii) the later to occur of (A) the date on which the Landlord’s Work (as such term is defined in the Phase I Work Letter) is Substantially Complete (provided, that the date of Substantial Completion shall be advanced day-for-day for each day of delay caused by or resulting from Tenant first commences normal business operation from Delay [as such term is defined in the Premises Phase I Work Letter]), or (B) the Scheduled Commencement Date (i.e., November 1, 2008) (the earlier of such dates being referred to herein as the “Commencement Date”)) and, unless sooner terminated pursuant to the express provisions of this Lease, shall expire on the Expiration Date or such earlier date on which the Lease is sooner terminated pursuant to the express provisions of this Lease. In the event of the inability of Landlord to deliver possession of the Premises If Landlord, for any reason whatsoever, including, without limitation, the vacating of the Premises by the prior tenant of the Premises, neither Landlord nor its agents shall be liable for any damage caused thereby, nor shall this Lease thereby become void or voidable, however, in such event Tenant shall cannot be liable for any rent until the actual occurrence of the Commencement Date. Notwithstanding the foregoing to the contrary, if, for any reason, Landlord has not delivered possession of the Premises to Tenant as described in clause (i) above as of January 1, 2020, Tenant, as Tenant’s sole remedy, will have the right to terminate this Lease by written notice delivered to Landlord at any time prior to Landlord’s delivery of possession of the Premises to Tenant; provided, however, that such January 1, 2020 date shall be extended so long as Landlord is using its good faith and diligent efforts to deliver possession of the Premises to Tenant on the Scheduled Commencement Date (by unlawful detainer i.e., November 1, 2008) with the Landlord’s Work Substantially Completed (calculated as described in clause (A) above), this Lease shall not be void or otherwise)voidable, nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom. Within thirty five (305) business days after the Commencement Date, Landlord and Tenant the parties shall execute an amendment to this Lease (“First Amendment to Lease and Acknowledgment”) setting forth a letter confirming the Commencement Date and the expiration date certifying that Tenant has accepted delivery of the term of the LeasePremises, which shall be in the form attached hereto as Exhibit B.
EXHIBIT “D” (b) Tenant shall have the one-time option “Commencement Date Memorandum”). Either party’s failure to terminate and cancel the Lease effective on the last day of the eighty-fifth (85th) month after request execution of, or to execute, the Commencement Date (Memorandum shall not in any way alter the “Termination Commencement Date”), which right is contingent upon Tenant paying to Landlord the “Termination Consideration” (as defined below) concurrent with Tenant’s delivery of the Termination Notice (as defined below). To exercise such termination option, Tenant must deliver to Landlord on or before January 1, 2025, irrevocable written notice of Tenant’s exercise of such option (the “Termination Notice”) and the amount of the Termination Consideration. As used herein, the “Termination Consideration” shall mean the amount equal to Two Million and No/100ths Dollars ($2,000,000.00). Failure by Tenant to timely pay the Termination Consideration shall terminate Tenant’s option to terminate this Lease. If Tenant properly and timely exercises the termination option in this Section 4(b), this Lease shall expire at midnight on the Termination Date and Tenant shall be required to surrender the Premises to Landlord on or prior to such Termination Date in accordance with the applicable provisions of this Lease. The option to terminate set forth in this Section 4(b) is personal to the original Tenant executing this Lease and may not be assigned, voluntarily or involuntarily, separate from or as part of this Lease. At Landlord’s option, all rights of Tenant under this Section 4(b) shall terminate and be of no force or effect if any of the following individual events occur or any combination thereof occur: (1) Tenant has been in default beyond any notice and cure period on more than one (1) occasion during any consecutive twelve (12) month period during the initial Term of the Lease, or is in default of any provision of this Lease on the date Landlord receives the Termination Notice; and/or (2) Tenant has assigned its rights and obligations under all or part of this Lease; and/or (3) Tenant has failed to exercise the early termination option set forth in this Section 4(b) in a timely manner and in strict accordance with the provisions of this Section 4(b).
Appears in 1 contract
Samples: Lease Agreement (Audience Inc)
Term and Possession. (a) Subject to and upon the terms and conditions set forth herein, the Term The term of this Lease (the “Term”) shall be for the period specified in the Basic Lease Information (or until sooner terminated as herein provided), commencing on the Commencement Date and expiring on the Expiration Date. The “Commencement Date” shall be the date specified in the Basic Lease Information. The Term Within five (5) business days after the Commencement Date, the parties shall commence on execute a letter confirming the earlier of (i) the date that the Premises is delivered to Tenant free Commencement Date and clear of any third-party occupancy and (ii) the date certifying that Tenant first commences normal business operation from has accepted delivery of the Premises (the “Commencement DateDate Memorandum”). In Either party’s failure to request execution of, or to execute, the event Commencement Date Memorandum shall not in any way alter the Commencement Date. By occupying the Premises (except for early access), Tenant shall be deemed to have accepted the same as suitable for the purpose herein intended. The “Expiration Date” shall be May 31, 2009 (subject to extension in accordance with Paragraph 42 to the date that is one day prior to the fifth anniversary of any exercised Extension Term).
(b) The Premises shall be delivered by Landlord to Tenant in “broom clean” condition. The Premises shall also include all existing furniture and furnishings currently in place thereon as of the inability Lease Date. Landlord represents and warrants to Tenant that all systems contained within the Premises including without limitations HVAC, electrical, plumbing, lighting and sprinklers together with the roof and the other structural components of the Building will be fully operational and in good working order. Landlord shall be responsible for the repair and replacement of the HVAC system and roof systems except for normal maintenance during the term of the lease. Except as otherwise provided herein, Tenant acknowledges that Landlord has not made any representation or warranty, express or implied, with respect to deliver possession the condition of the Premises, the suitability or fitness of the Premises for the conduct of Tenant’s Permitted Uses or for any reason whatsoeverother purposes, includingor the actual dimensions of the Premises. Tenant represents and warrants that Tenant has conducted a thorough and diligent inspection and investigation, without limitationeither independently or through agents of Tenant’s own choosing, the vacating of the Premises by and the prior tenant suitability of the Premises for Tenant’s intended use, that Tenant is fully aware of the needs of its operations and has determined, based solely on its own investigation, that the Premises are suitable for its operations and intended use. In no event shall Landlord be liable for any defect in the Premises or for any limitations on the use of the Premises, neither Landlord nor its agents shall be liable for any damage caused thereby, nor shall this Lease thereby become void or voidable, however, in such event Tenant shall not be liable for any rent until the actual occurrence of the Commencement Date. Notwithstanding the foregoing to the contrary, if, for any reason, Landlord has not delivered possession of the Premises to Tenant except as described in clause (i) above as of January 1, 2020, Tenant, as Tenant’s sole remedy, will have the right to terminate this Lease by written notice delivered to Landlord at any time prior to Landlord’s delivery of possession of the Premises to Tenant; provided, however, that such January 1, 2020 date shall be extended so long as Landlord is using its good faith expressly and diligent efforts to deliver possession of the Premises to Tenant (by unlawful detainer or otherwise). Within thirty (30) days after the Commencement Date, Landlord and Tenant shall execute an amendment to this Lease (“First Amendment to Lease and Acknowledgment”) setting forth the Commencement Date and the expiration date of the term of the Lease, which shall be in the form attached hereto as Exhibit B.
(b) Tenant shall have the one-time option to terminate and cancel the Lease effective on the last day of the eighty-fifth (85th) month after the Commencement Date (the “Termination Date”), which right is contingent upon Tenant paying to Landlord the “Termination Consideration” (as defined below) concurrent with Tenant’s delivery of the Termination Notice (as defined below). To exercise such termination option, Tenant must deliver to Landlord on or before January 1, 2025, irrevocable written notice of Tenant’s exercise of such option (the “Termination Notice”) and the amount of the Termination Consideration. As used herein, the “Termination Consideration” shall mean the amount equal to Two Million and No/100ths Dollars ($2,000,000.00). Failure by Tenant to timely pay the Termination Consideration shall terminate Tenant’s option to terminate this Lease. If Tenant properly and timely exercises the termination option in this Section 4(b), this Lease shall expire at midnight on the Termination Date and Tenant shall be required to surrender the Premises to Landlord on or prior to such Termination Date in accordance with the applicable provisions of this Lease. The option to terminate specifically set forth in this Section 4(b) is personal to the original Tenant executing this Lease and may not be assigned, voluntarily or involuntarily, separate from or as part of this Lease. At Landlord’s option, all rights of Tenant under this Section 4(b) shall terminate and be of no force or effect if any of the following individual events occur or any combination thereof occur: (1) Tenant has been in default beyond any notice and cure period on more than one (1) occasion during any consecutive twelve (12) month period during the initial Term of the Lease, or is in default of any provision of this Lease on the date Landlord receives the Termination Notice; and/or (2) Tenant has assigned its rights and obligations under all or part of this Lease; and/or (3) Tenant has failed to exercise the early termination option set forth in this Section 4(b) in a timely manner and in strict accordance with the provisions of this Section 4(b).
Appears in 1 contract
Term and Possession. (a) Subject to and upon the terms and conditions set forth herein, the Term term of this Lease shall be for the period specified in the Basic Lease Information. The Term shall commence on , commencing upon the earlier of (i) the date that the Premises is delivered to Tenant free and clear of any third-party occupancy and (ii) the date that Tenant first commences normal business operation from the Premises following dates (the “Commencement Date”): (i) the date on which the Premises are Substantially Complete (as defined below). In ; or (ii) the event date upon which the Tenant takes possession of the inability of Premises in order to conduct its business operations therein, provided, however, and notwithstanding the foregoing, in no event shall the Commencement Date be later than the Scheduled Lease Commencement Date. Landlord to deliver shall give Tenant possession of the Premises for any reason whatsoeverthe purposes of Tenant installing the Tenant Improvements upon the date this Lease is fully executed, including, without limitation, the vacating provided that such possession does not unreasonably interfere with or delay completion of the Premises by the prior tenant of the Premises, neither Landlord nor its agents Base Building Work. Such early possession shall be liable for any damage caused therebyupon all the terms and conditions of this Lease, nor except that in no event shall this Lease thereby become void or voidable, however, in such event Tenant shall not be liable for any rent until the actual occurrence of the Commencement Date. Notwithstanding the foregoing required to the contrary, if, for any reason, Landlord has not delivered possession of the Premises to Tenant as described in clause (i) above as of January 1, 2020pay Base Rent, Tenant’s Proportionate Share of Excess Expenses (as defined in Section 7(a) below), as Tenant’s sole remedyor any costs for parking, will have the right to terminate this Lease by written notice delivered to Landlord at any time prior to Landlord’s delivery of hoists, freight elevators, utilities or temporary HVAC during such early possession of the Premises to Tenant; provided, however, that such January 1, 2020 date shall be extended so long as Landlord is using its good faith and diligent efforts to deliver possession of the Premises to Tenant (by unlawful detainer or otherwise)period. Within thirty (30) days after the Commencement Date, Landlord and Tenant shall execute an amendment to this Lease (“First Amendment to Lease and Acknowledgment”) setting forth the Commencement Date and the expiration date of the term of the Lease, which shall be in the form attached hereto as Exhibit B.
(b) Tenant shall have the one-time option to terminate and cancel the Lease effective on the last day C. For purposes of the eighty-fifth foregoing, the Premises shall be deemed to be “Substantially Complete” when (85thi) month after a certificate of occupancy (temporary or final) for the Commencement Date Premises has been issued by the appropriate governmental entity, and (ii) the “Termination Date”)Base Building Work has been completed, which right is contingent upon Tenant paying to Landlord with the “Termination Consideration” (as defined below) concurrent with Tenant’s delivery exception of the Termination Notice (as defined below). To exercise such termination option, Tenant must deliver to Landlord on or before January 1, 2025, irrevocable written notice of Tenant’s exercise of such option (the “Termination Notice”) and the amount of the Termination Consideration. As used herein, the “Termination Consideration” shall mean the amount equal to Two Million and No/100ths Dollars ($2,000,000.00). Failure by Tenant to timely pay the Termination Consideration shall terminate Tenant’s option to terminate this Lease. If Tenant properly and timely exercises the termination option in this Section 4(b), this Lease shall expire at midnight on the Termination Date and Tenant shall be required to surrender the Premises to Landlord on or prior to such Termination Date in accordance with the applicable provisions of this Lease. The option to terminate set forth in this Section 4(b) is personal to the original Tenant executing this Lease and may not be assigned, voluntarily or involuntarily, separate from or as part of this Lease. At Landlord’s option, all rights of Tenant under this Section 4(b) shall terminate and be of no force or effect if any of the following individual events occur or any combination thereof occur: (1) Tenant has been in default beyond any notice and cure period on more than one (1) occasion during any consecutive twelve (12) month period during the initial Term of the Lease, or is in default of any provision of this Lease on the date Landlord receives the Termination Notice; and/or (2) Tenant has assigned its rights and obligations under all or part of this Lease; and/or (3) Tenant has failed to exercise the early termination option set forth in this Section 4(b) in a timely manner and in strict accordance with the provisions of this Section 4(b)Punch List Items.
Appears in 1 contract
Samples: Lease Agreement (Health Net Inc)
Term and Possession. (a) Subject to and upon the terms and conditions set forth herein, the Term The term of this Lease shall be for the period specified in the Basic Lease Information. The Term shall commence Information (or until sooner terminated as herein provided) beginning on the earlier of (i) the date that the Premises is delivered to Tenant free and clear of any third-party occupancy and (ii) the date that Tenant first commences normal business operation from the Premises (the “Commencement Date”). In the event of the inability of Landlord to deliver possession of the Premises for any reason whatsoever, including, without limitation, the vacating of the Premises by the prior tenant of the Premises, neither Landlord nor its agents shall be liable for any damage caused thereby, nor shall this Lease thereby become void or voidable, however, in such event Tenant shall not be liable for any rent until the actual occurrence of the Commencement Date, except that if the Commencement Date is other than the first day of a calendar month, the term hereof shall be extended for the remainder of that calendar month at the end of the term unless otherwise specified in the Basic Lease Information.
(b) The Commencement Date shall be September 15, 2004, as specified in the Basic Lease Information. Notwithstanding the foregoing anything herein to the contrary, if, for any reasonforegoing, Landlord has not delivered possession of shall use commercially reasonable efforts to deliver the Premises to Tenant as described soon as possible following the date of this Lease, but not later than of June 30, 2004 (“Delivery Date”) in clause order that Tenant may do such work as may be required by Tenant to make the Premises ready for Tenant’s use and occupancy. Landlord agrees that, notwithstanding the fact that Covansys Corporation has not vacated a portion of the Premises, the Tenant shall be given access to the Premises upon the execution of the Lease for purposes of commencing its Work therein (but in no event shall Tenant be permitted to perform any Work in the portion of the Premises occupied by Covansys Corporation until such time as Landlord has confirmed to Tenant that Covanys Corporation has vacated such portion of the Premises), that such early entry by Tenant shall not be deemed delivery of the entire Premises by Landlord, and that delivery of the entire Premises shall only be deemed to have occurred upon the delivery of the Premises to the Tenant in a broom clean condition as herein required. Tenant agrees that any such entry into and occupation of the Premises shall be deemed to be under all of the terms, covenants, conditions and provisions of the Lease except as to the covenant to pay Net Rent, Expense Stop Rent and Operating Costs, and further agrees Landlord shall not be liable in any way for any injury, loss or damage which may occur to any of Tenant’s work and installations made in the Premises or to properties placed therein prior to the Commencement Date of the term of the Lease, except to the extent caused by Landlord’s negligence. In the event that Landlord fails to deliver the Premises to Tenant on or before the Delivery Date, and such delay in delivery actually prohibits Tenant from otherwise commencing the Work (as defined on Exhibit “C”) then the Commencement Date shall be delayed one day for each day of such delay in the Delivery Date (i), Tenant shall receive a day for day abatement of rent for each day of delay in the delivery of the Premises beyond July 10, 2004 and until August 9, 2004; (ii) above as Tenant shall receive a two (2) day abatement of January 1Rent for every day of delay in the delivery of the Premises from August 10, 2020, Tenant, as Tenant’s sole remedy, will 2004 and until the date of delivery; and (iii) Tenant shall have the right to terminate this Lease by written if Landlord fails to deliver the Premises prior to September 10, 2004, provided, however, that Tenant must deliver notice delivered to Landlord at any time prior of its intent to Landlordterminate on or before September 15, 2004, or Tenant’s delivery right to terminate this Lease in accordance with this Section 3(b) shall be of possession no further force and effect. In the event that Tenant timely elects to terminate this Lease in accordance with this Section 3(b), Landlord hereby agrees to reimburse Tenant for its actual costs incurred in connection with Tenant’s negotiation and preparation of the Lease, not to exceed Twenty Thousand and 00/100 Dollars ($20,000.00), as well as the costs incurred in connection with the preparation of the Premises for occupancy by Tenant, not to exceed $125,000.00.
(c) Except for (i) any delay in the Delivery Date as set forth in Section 3(b) above, (ii) any delay in Tenant’s Work caused by the negligence or willful misconduct of Landlord, or (iii) any delay in the Work caused by events outside of Tenant’s reasonable control, excluding all permitting issues related to the Work and provided that such delay shall not extend for more than thirty (30) days (all of which events described in subsections (i), (ii) and (iii) above shall delay the Commencement Date on a day for day basis), the Commencement Date shall occur on the date specified on the Basic Lease Information.
(d) Landlord shall not be liable to Tenant, its agents, employees, guests or invitees (and, if Tenant is an entity, its officers, members, partners, managers, agents, employees, guests or invitees) for any damage caused to any of them due to leaking of gas, water, sewer or steam pipes, or from electricity, but Tenant, by moving into the Premises and taking possession thereof, shall accept, and shall be held to have accepted the Premises as suitable for the purposes for which the same are leased, and Tenant by said act waives any and all defects therein with the exception of latent defects; provided, however, that such January 1this Section shall not apply to any damages or injury caused by or resulting from the negligence or willful misconduct of Landlord, 2020 date any damage or injury caused by the Building (excluding the Premises) or any part or appurtenances thereof within the Landlord’s control being improperly constructed or being or becoming out of repair, and that nothing contained in this Section 3(c) shall negate the Landlord’s maintenance and repair obligations as otherwise set forth herein. In the event that during the Lease Term, a latent defect is discovered in the Building’s structure, roof, foundation or in the standard building systems serving the Premises generally (as well as other space within excluding the Building systems servicing the Premises exclusively or those non-Building standard or above-Building standard alterations, improvements or additions made to Building systems by or on behalf of Landlord) then Landlord shall be extended so long responsible for the repair or restoration of the Building as Landlord a result of such latent defect in accordance with Landlord’s repair obligations set forth in Section 12 hereof. In the event that a latent defect is using its good faith and diligent efforts to deliver possession discovered in the interior, nonstructural portions of the Premises to or any Work or Alterations installed by or on behalf of Tenant (by unlawful detainer or otherwise). Within thirty (30) days after during the Commencement DateLease Term, Landlord and Tenant shall execute an amendment to this Lease (“First Amendment to Lease and Acknowledgment”) setting forth be responsible for the Commencement Date and the expiration date repair or restoration of the term Premises as a result of the Lease, which shall be such latent defect in the form attached hereto as Exhibit B.
(b) Tenant shall have the one-time option to terminate and cancel the Lease effective on the last day of the eighty-fifth (85th) month after the Commencement Date (the “Termination Date”), which right is contingent upon Tenant paying to Landlord the “Termination Consideration” (as defined below) concurrent accordance with Tenant’s delivery of the Termination Notice (as defined below). To exercise such termination option, Tenant must deliver to Landlord on or before January 1, 2025, irrevocable written notice of Tenant’s exercise of such option (the “Termination Notice”) and the amount of the Termination Consideration. As used herein, the “Termination Consideration” shall mean the amount equal to Two Million and No/100ths Dollars ($2,000,000.00). Failure by Tenant to timely pay the Termination Consideration shall terminate Tenant’s option to terminate this Lease. If Tenant properly and timely exercises the termination option in this Section 4(b), this Lease shall expire at midnight on the Termination Date and Tenant shall be required to surrender the Premises to Landlord on or prior to such Termination Date in accordance with the applicable provisions of this Lease. The option to terminate repair obligations set forth in this Section 4(b) is personal to the original Tenant executing this Lease and may not be assigned, voluntarily or involuntarily, separate from or as part of this Lease. At Landlord’s option, all rights of Tenant under this Section 4(b) shall terminate and be of no force or effect if any of the following individual events occur or any combination thereof occur: (1) Tenant has been in default beyond any notice and cure period on more than one (1) occasion during any consecutive twelve (12) month period during the initial Term of the Lease, or is in default of any provision of this Lease on the date Landlord receives the Termination Notice; and/or (2) Tenant has assigned its rights and obligations under all or part of this Lease; and/or (3) Tenant has failed to exercise the early termination option set forth in this Section 4(b) in a timely manner and in strict accordance with the provisions of this Section 4(b)7 hereof.
Appears in 1 contract
Term and Possession. (a) Subject to and upon The term of the terms and conditions set forth herein, the Term of this Lease shall be for seventy-nine (79) months (or until sooner terminated as herein provided) (the period specified in "Lease Term"), commencing as of the Basic "Commencement Date" (as hereinafter defined), except that if the Commencement Date is other than the first day of a calendar month, the Lease InformationTerm hereof shall be extended for the remainder of that calendar month.
(b) The Commencement Date shall be the date which is fourteen (14) days after the Possession Date (defined below). The Term Possession Date shall commence on the earlier of (i) be the date that the Premises is delivered to Tenant free and clear of any third-party occupancy and (ii) the date that Tenant first commences normal business operation from the Premises (the “Commencement Date”). In the event of the inability of upon which Landlord to deliver possession of the Premises for any reason whatsoever, including, without limitation, the vacating of the Premises by the prior tenant of the Premises, neither Landlord nor its agents shall be liable for any damage caused thereby, nor shall this Lease thereby become void or voidable, however, in such event Tenant shall not be liable for any rent until the actual occurrence of the Commencement Date. Notwithstanding the foregoing to the contrary, if, for any reason, Landlord has not delivered delivers possession of the Premises to Tenant which shall be no later than June 15, 2006, subject to adjustment as set forth below. As a condition to Landlord's delivery of the Premises to Tenant. Landlord shall satisfy each of the following: (i) substantial completion of the Premises in accordance with the plans and specifications as described in clause the Work Letter Agreement attached hereto as Exhibit "B" and made a part hereof (i"Plans and Specifications"), the term substantial completion being hereby defined as the completion of Landlord's work pursuant to the Work Letter Agreement so as to allow Tenant to occupy Premise for Tenant's intended use thereof; and (ii) above upon issuance of the Certificate of Occupancy for the Premises. In the event Landlord fails to deliver to Tenant the Premises pursuant to the terms and conditions hereof by no later than June 15, 2006 (subject to adjustments as of January 1set forth below), 2020, Tenant, as Tenant’s sole remedy, will then Tenant shall have the right following remedies: (x) an additional day of free rent for each day of delay of delivery of possession as aforedescribed beyond July 15, 2006, subject to the adjustments set forth below; and (y) the right, in Tenant's sole discretion, to terminate this Lease if the Landlord fails to deliver possession by written notice delivered no later than December 31, 2006, subject to the adjustments set forth below. In the event that Landlord at any time prior to Landlord’s shall be delayed in such delivery of possession of the Premises to Tenant; provided, however, that such January 1, 2020 date shall be extended so long as Landlord is using its good faith and diligent efforts to deliver possession of the Premises to Tenant (by unlawful detainer or otherwise). Within thirty (30) days after the Commencement Date, Landlord and Tenant shall execute an amendment to this Lease (“First Amendment to Lease and Acknowledgment”) setting forth the Commencement Date and the expiration date of the term of the Lease, which shall be in the form attached hereto as Exhibit B.
(b) Tenant shall have the one-time option to terminate and cancel the Lease effective on the last day of the eighty-fifth (85th) month after the Commencement Date (the “Termination Date”), which right is contingent upon Tenant paying to Landlord the “Termination Consideration” (as defined below) concurrent with Tenant’s delivery of the Termination Notice (as defined below). To exercise such termination option, Tenant must deliver to Landlord on or before January 1, 2025, irrevocable written notice of Tenant’s exercise of such option (the “Termination Notice”) and the amount of the Termination Consideration. As used herein, the “Termination Consideration” shall mean the amount equal to Two Million and No/100ths Dollars ($2,000,000.00). Failure by Tenant to timely pay the Termination Consideration shall terminate Tenant’s option to terminate this Lease. If Tenant properly and timely exercises the termination option in this Section 4(b), this Lease shall expire at midnight on the Termination Date and Tenant shall be required to surrender the Premises to Landlord on or prior to such Termination Date in accordance with the applicable provisions of this Lease. The option to terminate set forth in this Section 4(b) is personal to the original Tenant executing this Lease and may not be assigned, voluntarily or involuntarily, separate from or as part of this Lease. At Landlord’s option, all rights of Tenant under this Section 4(b) shall terminate and be of no force or effect if any of the following individual events occur or any combination thereof occurbased upon: (1) Tenant has been in default beyond any notice Tenant's failure to timely agree to the Plans and cure period on more than one (1) occasion during any consecutive twelve (12) month period during the initial Term of the LeaseSpecifications, or cost estimates for any of Tenant's work which is deemed not to be included in default of any provision of this Lease on the date "turn key" build out by Landlord receives pursuant to the Termination NoticeWork Letter Agreement; and/or (2) Tenant has assigned its rights Tenant's request for materials, finishes or installations other than as set forth in the Plans and obligations under all or part Specifications which causes a delay in the completion of this LeaseLandlord's work as described in the Work Letter Agreement; and/or (3) Tenant's changes in the Plans and Specifications which require additional time for installation or construction thereof that delay delivery of possession of the Premises: or (4) the performance or completion by a party employed by Tenant has failed which delays Landlord's completion of the Premises pursuant to exercise the early termination option set forth in this Section 4(b) in a timely manner Plans and in strict accordance with Specifications, then the provisions latest date for the deliver of this Section 4(b).possession, i.
Appears in 1 contract
Samples: Office Lease Agreement (Ultimate Software Group Inc)
Term and Possession. (a) Subject to and upon the terms and conditions set forth herein, the Term The term of this Lease (the "Term") shall be for the period specified in the Basic Lease InformationInformation (or until sooner terminated as herein provided), commencing on the Commencement Date and expiring on the Expiration Date. The Term "Commencement Date" shall commence on be the earlier to occur of (i) thirty (30) days after the date on which Landlord gives Tenant written notice that the Premises is delivered to Tenant free and clear of any third-party occupancy and available for Tenant's occupancy, or (ii) any earlier date upon which Tenant actually occupies and conducts business in any portion of the date Premises. Within five (5) business days after the Commencement Date, the parties shall execute a letter confirming the Commencement Date and certifying that Tenant first commences normal business operation from has accepted delivery of the Premises (the “"Commencement Date Memorandum"). Either party's failure to request execution of, or to execute, the Commencement Date Memorandum shall not in any way alter the Commencement Date”. By occupying the Premises, Tenant shall be deemed to have accepted the same as suitable for the purpose herein intended. The "Expiration Date" shall be the date that is one day prior to the tenth anniversary of the Commencement Date (subject to extension in accordance with Paragraph 42 to the date that is one day prior to the fifth anniversary of any exercised Extension Term).
(b) Tenant is aware that the Premises is currently occupied by another tenant ("Existing Tenant"). In Pursuant to a written agreement between Landlord and the event Existing Tenant, the Existing Tenant has agreed to vacate the Premises on or before the Estimated Availability Date set forth in the Basic lease Information. If Landlord, for any reason whatsoever (including without limitation the failure of the inability of Landlord Existing Tenant to deliver surrender possession of the Premises for any reason whatsoeveron or before the Estimated Availability Date), including, without limitation, the vacating of the Premises by the prior tenant of the Premises, neither Landlord nor its agents shall be liable for any damage caused thereby, nor shall this Lease thereby become void or voidable, however, in such event Tenant shall cannot be liable for any rent until the actual occurrence of the Commencement Date. Notwithstanding the foregoing to the contrary, if, for any reason, Landlord has not delivered possession of the Premises to Tenant as described in clause (i) above as of January 1, 2020, Tenant, as Tenant’s sole remedy, will have the right to terminate this Lease by written notice delivered to Landlord at any time prior to Landlord’s delivery of possession of the Premises to Tenant; provided, however, that such January 1, 2020 date shall be extended so long as Landlord is using its good faith and diligent efforts to deliver possession of the Premises to Tenant (by unlawful detainer or otherwise). Within thirty (30) days after the Estimated Commencement Date, Landlord and Tenant shall execute an amendment to this Lease (“First Amendment shall not be void or voidable, nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom. In that event, however, the Term of the Lease and Acknowledgment”) setting forth shall not commence until such commencement date as is determined pursuant to Paragraph 2(a). In such event, the Commencement Date and the expiration date Expiration Date shall be adjusted accordingly.
(c) The Premises shall be delivered by Landlord to Tenant in its "as-is, where-is condition, with all faults", but in "broom clean" condition. Tenant acknowledges that Landlord has not made any representation or warranty, express or implied, with respect to the condition of the term Premises, the suitability or fitness of the LeasePremises for the conduct of Tenant's Permitted Uses or for any other purposes, which or the actual dimensions of the Premises. Tenant represents and warrants that Tenant has conducted a thorough and diligent inspection and investigation, either independently or through agents of Tenant's own choosing, of the Premises and the suitability of the Premises for Tenant's intended use, that Tenant is fully aware of the needs of its operations and has determined, based solely on its own investigation, that the Premises are suitable for its operations and intended use. In no event shall Landlord be liable for any defect in the form attached hereto as Exhibit B.
(b) Tenant shall have the one-time option to terminate and cancel the Lease effective Premises or for any limitations on the last day use of the eighty-fifth (85th) month after the Commencement Date (the “Termination Date”)Premises, which right is contingent upon Tenant paying to Landlord the “Termination Consideration” (except as defined below) concurrent with Tenant’s delivery of the Termination Notice (as defined below). To exercise such termination option, Tenant must deliver to Landlord on or before January 1, 2025, irrevocable written notice of Tenant’s exercise of such option (the “Termination Notice”) expressly and the amount of the Termination Consideration. As used herein, the “Termination Consideration” shall mean the amount equal to Two Million and No/100ths Dollars ($2,000,000.00). Failure by Tenant to timely pay the Termination Consideration shall terminate Tenant’s option to terminate this Lease. If Tenant properly and timely exercises the termination option in this Section 4(b), this Lease shall expire at midnight on the Termination Date and Tenant shall be required to surrender the Premises to Landlord on or prior to such Termination Date in accordance with the applicable provisions of this Lease. The option to terminate specifically set forth in this Section 4(b) is personal to the original Tenant executing this Lease and may not be assigned, voluntarily or involuntarily, separate from or as part of this Lease. At Landlord’s option, all rights of Tenant under this Section 4(b) shall terminate and be of no force or effect if any of the following individual events occur or any combination thereof occur: (1) Tenant has been in default beyond any notice and cure period on more than one (1) occasion during any consecutive twelve (12) month period during the initial Term of the Lease, or is in default of any provision of this Lease on the date Landlord receives the Termination Notice; and/or (2) Tenant has assigned its rights and obligations under all or part of this Lease; and/or (3) Tenant has failed to exercise the early termination option set forth in this Section 4(b) in a timely manner and in strict accordance with the provisions of this Section 4(b).
Appears in 1 contract
Samples: Lease Agreement (Harmonic Inc)
Term and Possession. (a) Subject Except as otherwise expressly provided in this Lease, the term of this Lease, and Tenant's obligation to pay rent, shall be for a period of one hundred twenty (120) months (the "LEASE TERM"), commencing on the Commencement Date. For purposes of this Lease, the COMMENCEMENT DATE shall be the earlier of (i) sixty (60) days after the issuance of a City of Phoenix building permit, provided Landlord's construction obligations under this Lease are substantially completed, or (ii) the date upon which Tenant begins its business operation in the Premises. Upon request of either party after the term has commenced, Landlord and upon Tenant shall jointly execute a memorandum confirming the terms and conditions set forth Commencement Date. The Anticipated Commencement Date is November 1, 1998. Notwithstanding anything to the contrary contained herein, Landlord shall allow Tenant access to the Term Premises at least fourteen (14) days prior to the Commencement Date ("Early Access") in order to install Tenant's equipment, furnishings and trade fixtures, it being acknowledged that any occupancy of the Premises for such purposes shall not trigger the Commencement Date or the payment of rent. Tenant shall not be entitled to Early Access unless Tenant has complied with the Early Access Indemnity Agreement, the form of which is attached hereto as Exhibit "E".
(b) Upon the termination or expiration of this Lease or upon the termination of Tenant's right of possession, whether by lapse of time or otherwise, Tenant shall at once surrender possession of the Premises to Landlord and remove all of Tenant's property as provided in Article 10.
(c) Tenant shall have no right to hold over after the expiration of the term of this Lease without Landlord's consent. If, with Landlord's consent, Tenant holds over after the expiration of this Lease, Tenant shall become a tenant from month to month only, upon all of the terms of this Lease except that the amount of the Base Rent shall be for increased to an amount equal to 125% of the Base Rental Rate in effect immediately prior to the expiration.
(d) OPTION TO EXPAND Provided no Event of Default exists under this Lease after any applicable cure period specified has expired, Tenant shall have a single option ("EXPANSION OPTION") to expand the Premises into any available additional space in the Basic Building, except any space that is subject to renewal by a current tenant, or any space that is subject to options, rights of first refusal or offer, or similar rights in effect at the time of Tenant's notice to Landlord, for a term coterminous with this Lease, on the terms set forth in this Article 1(d) and otherwise set forth in this Lease, except that the Tenant Improvement Allowance (as herein defined) shall be prorated based on the number of months remaining in the Lease InformationTerm. The Term Expansion Option may be exercised with one hundred twenty (120) days prior written notice to Landlord. Tenant's obligation to pay rent on the expansion space shall commence on the earlier of (i) the date that the Premises is delivered upon which an architect certifies to Tenant free and clear of any third-party occupancy and that Landlord's construction obligations under this Lease with respect to such expansion space are substantially complete or (ii) the date that upon which Tenant first commences normal begins its business operation from in the Premises expansion space. Tenant acknowledges that Landlord will require a minimum of one hundred twenty (the “Commencement Date”). In the event of the inability of Landlord to deliver possession of the Premises for any reason whatsoever, including, without limitation, the vacating of the Premises by the prior tenant of the Premises, neither Landlord nor its agents shall be liable for any damage caused thereby, nor shall this Lease thereby become void or voidable, however, in such event Tenant shall not be liable for any rent until the actual occurrence of the Commencement Date. Notwithstanding the foregoing to the contrary, if, for any reason, Landlord has not delivered possession of the Premises to Tenant as described in clause (i) above as of January 1, 2020, Tenant, as Tenant’s sole remedy, will have the right to terminate this Lease by written notice delivered to Landlord at any time prior to Landlord’s delivery of possession of the Premises to Tenant; provided, however, that such January 1, 2020 date shall be extended so long as Landlord is using its good faith and diligent efforts to deliver possession of the Premises to Tenant (by unlawful detainer or otherwise). Within thirty (30120) days after lease documents are executed to substantially complete the Commencement Date, Landlord and Tenant shall execute an amendment to this Lease (“First Amendment to Lease and Acknowledgment”) setting forth the Commencement Date and the expiration date of the term of the Lease, which shall be tenant improvements in the form attached hereto as Exhibit B.
(b) Tenant shall have the one-time option to terminate and cancel the Lease effective on the last day of the eighty-fifth (85th) month after the Commencement Date (the “Termination Date”), which right is contingent upon Tenant paying to Landlord the “Termination Consideration” (as defined below) concurrent with Tenant’s delivery of the Termination Notice (as defined below). To exercise such termination option, Tenant must deliver to Landlord on or before January 1, 2025, irrevocable written notice of Tenant’s exercise of such option (the “Termination Notice”) and the amount of the Termination Consideration. As used herein, the “Termination Consideration” shall mean the amount equal to Two Million and No/100ths Dollars ($2,000,000.00). Failure by Tenant to timely pay the Termination Consideration shall terminate Tenant’s option to terminate this Lease. If Tenant properly and timely exercises the termination option in this Section 4(b), this Lease shall expire at midnight on the Termination Date and Tenant shall be required to surrender the Premises to Landlord on or prior to such Termination Date in accordance with the applicable provisions of this Lease. The option to terminate set forth in this Section 4(b) is personal to the original Tenant executing this Lease and may not be assigned, voluntarily or involuntarily, separate from or as part of this Lease. At Landlord’s option, all rights of Tenant under this Section 4(b) shall terminate and be of no force or effect if any of the following individual events occur or any combination thereof occur: (1) Tenant has been in default beyond any notice and cure period on more than one (1) occasion during any consecutive twelve (12) month period during the initial Term of the Lease, or is in default of any provision of this Lease on the date Landlord receives the Termination Notice; and/or (2) Tenant has assigned its rights and obligations under all or part of this Lease; and/or (3) Tenant has failed to exercise the early termination option set forth in this Section 4(b) in a timely manner and in strict accordance with the provisions of this Section 4(b)expansion space.
Appears in 1 contract
Samples: Office Lease (Mesa Air Group Inc)
Term and Possession. (a) Subject to and upon The term of the terms and conditions set forth herein, the Term of this Lease shall be for eighty-four (84) months (or until sooner terminated as herein provided) (the period specified in the Basic "Lease Information. The Term shall commence Term"), beginning on the earlier of "Commencement Date" (i) as hereinafter defined), except that if the date that the Premises Lease Term begins is delivered to Tenant free and clear other than the first day of any third-party occupancy and (ii) the date that Tenant first commences normal business operation from the Premises (the “Commencement Date”). In the event of the inability of Landlord to deliver possession of the Premises for any reason whatsoever, including, without limitationa calendar month, the vacating of the Premises by the prior tenant of the Premises, neither Landlord nor its agents shall be liable for any damage caused thereby, nor shall this Lease thereby become void or voidable, however, in such event Tenant shall not be liable for any rent until the actual occurrence of the Commencement Date. Notwithstanding the foregoing to the contrary, if, for any reason, Landlord has not delivered possession of the Premises to Tenant as described in clause (i) above as of January 1, 2020, Tenant, as Tenant’s sole remedy, will have the right to terminate this Lease by written notice delivered to Landlord at any time prior to Landlord’s delivery of possession of the Premises to Tenant; provided, however, that such January 1, 2020 date term hereof shall be extended so long as Landlord is using its good faith and diligent efforts to deliver possession for the remainder of that calendar month. The first lease year ("Lease Year") shall begin on the Premises to Tenant (by unlawful detainer or otherwise). Within thirty (30) days after the Commencement Date, Landlord and Tenant shall execute an amendment to this Lease (“First Amendment to Lease and Acknowledgment”) setting forth the Commencement Date and the expiration date of the term of the Lease, which shall be in the form attached hereto as Exhibit B.
(b) Tenant shall have the one-time option to terminate and cancel the Lease effective Term commences and shall end on the last day of the eighty-fifth twelfth (85th12th) full month after following the date the Lease Term commences. Succeeding Lease Years shall each consist of a twelve (12)-month period beginning with the first day of the first month following the end of the prior Lease Year.
(b) The Commencement Date shall be May 1, 2001.
(c) The Premises shall be deemed substantially completed and possession delivered when Landlord has substantially completed the work to be constructed or installed pursuant to the plans and specifications described in the Improvement Agreement between Landlord and Tenant of even date herewith relating to the Premises (the "Improvement Agreement"), subject only to the completion of items on Landlord's punch list (and exclusive of the installation of all telephone and other communications facilities and equipment and other finish work to be performed by or for Tenant). Tenant shall have the right prior to the Commencement Date to enter upon the Premises to prepare same for occupancy by Tenant, including, but not limited to, installation of telephone, data and other telecommunication equipment, office furniture and furniture systems, installation of security devices and locks, and other finish work to be performed by or for Tenant.
(d) If substantial completion of the “Termination Date”)Premises or possession thereof by Tenant is delayed because any tenant or other occupant thereof holds over, and Landlord is delayed, using good faith efforts in Landlord's discretion, in acquiring possession of the Premises, Landlord shall not be deemed in default, nor in any way liable to Tenant because of such delay, and Xxxxxx agrees to accept possession of the Premises at such time as Landlord is able to tender the same, which right is contingent upon Tenant paying date shall thenceforth be deemed the Commencement Date notwithstanding any other provision hereof to Landlord the “Termination Consideration” contrary.
(as defined belowe) concurrent with Tenant’s delivery The taking of the Termination Notice (as defined below). To exercise such termination option, Tenant must deliver to Landlord on or before January 1, 2025, irrevocable written notice of Tenant’s exercise of such option (the “Termination Notice”) and the amount of the Termination Consideration. As used herein, the “Termination Consideration” shall mean the amount equal to Two Million and No/100ths Dollars ($2,000,000.00). Failure possession by Tenant to timely pay the Termination Consideration shall terminate Tenant’s option to terminate this Lease. If Tenant properly and timely exercises the termination option in this Section 4(b), this Lease shall expire at midnight on the Termination Date and Tenant shall be required deemed conclusively to surrender establish that the Building, other improvements, and the Premises to Landlord on or prior to such Termination Date have been completed in accordance with the applicable provisions plans and specifications and are in good and satisfactory condition as of this Lease. The option when possession was so taken, subject only to terminate set forth in this Section 4(b) is personal to the original latent defects of which Tenant executing this Lease and may not be assigned, voluntarily or involuntarily, separate from or as part of this Lease. At Landlord’s option, all rights of Tenant under this Section 4(b) shall terminate and be of no force or effect if any of the following individual events occur or any combination thereof occur: (1) Tenant has been in default beyond any notice and cure period on more than one (1) occasion during any consecutive twelve (12) month period during the initial Term of the Lease, or is in default of any provision of this Lease on the date notifies Landlord receives the Termination Notice; and/or within two (2) Tenant has assigned its rights and obligations under all or part of this Lease; and/or (3) Tenant has failed to exercise years after the early termination option set forth in this Section 4(b) in a timely manner and in strict accordance with the provisions of this Section 4(b)Commencement Date.
Appears in 1 contract
Samples: Lease (Optium Corp)
Term and Possession. (a) Subject to and upon the terms and conditions set forth herein, the Term of this Lease shall be for the period specified in the Basic Lease Information. The Term shall commence on , commencing upon the earlier of the following dates (the “ Commencement Date”): (i) the date that on which the Premises is delivered to Tenant free and clear of any third-party occupancy and are Substantially Complete (as defined below); (ii) the date that Tenant first commences normal business operation from on which the Premises would have been Substantially Complete had there been no Tenant Delays (the “Commencement Date”). In the event as defined in Section 6.1 of the inability of Landlord to deliver Lease Improvement Agreement); or (iii) the date upon which the Tenant takes possession of the Premises for any reason whatsoeverin order to conduct its business operations therein, including, without limitation, with the vacating of the Premises by the prior tenant of the Premises, neither Landlord nor its agents shall be liable for any damage caused thereby, nor shall this Lease thereby become void or voidable, however, in such event Tenant shall not be liable for any rent until the actual occurrence of the Commencement Date. Notwithstanding the foregoing to the contrary, if, for any reason, Landlord has not delivered possession of the Premises to Tenant as described in clause (i) above as of January 1, 2020, Tenant, as Tenant’s sole remedy, will have the right to terminate this Lease by written notice delivered to Landlord at any time prior to Landlord’s delivery of possession of the Premises to Tenant; written consent, provided, however, that such January 1, 2020 date in no event shall Tenant be extended so long as Landlord is using its good faith and diligent efforts obligated to deliver possession of the Premises accept a Commencement Date prior to Tenant (by unlawful detainer or otherwise)July 15,2002. Within thirty (30) days after the Commencement Date, Landlord and Tenant shall execute an amendment to this Lease (“First Amendment to Lease and Acknowledgment”) setting forth the Commencement Date and the expiration date of the term of the Lease, which shall be in the form attached hereto as Exhibit B.C. For purposes of the foregoing, the Premises shall be deemed to be “Substantially Complete” when (i) Tenant is tendered direct access to the Premises with building services (sanitary sewer, public water, electrical, elevator, HVAC service and fire suppression services operational) ready to be furnished to the Premises, and (ii) a certificate of occupancy (temporary or final) for the Premises has been issued by the appropriate governmental entity, and (iii) the identified construction to be provided by Landlord, as set forth in the Lease Improvement Agreement has been completed, with the exception of the Punch List Items. Landlord shall provide Tenant with not less than sixty (60) days prior written notice of the anticipated date that the Premises shall be Substantially Complete. Tenant shall be permitted sixty (60) days early occupancy prior to the Commencement Date to set up telecommunication equipment and panelized furnishings, to move in Tenant’s furniture, fixtures and equipment, and to otherwise prepare the Premises for Tenant’s use and occupancy, provided Tenant does not interfere or impede Landlord in construction of tenant improvements, and provided further that evidence of insurance as hereinafter required is delivered to Landlord prior to occupancy. Landlord shall Substantially Complete the Premises by the Scheduled Lease Commencement Date as set forth in the Basic Lease Information, plus extensions thereto equal to the durations of (i) any delays beyond the reasonable control of Landlord, such as acts of God, fire, earthquake, acts of a public enemy, riot, insurrection, unavailability of materials, governmental restrictions on the sale of materials or supplies or on the transportation of such materials or supplies, governmental delay in issuing permits, approvals, and inspections, strike or shortages directly affecting construction or transportation of materials or supplies, shortages of materials or labor resulting from government controls, weather conditions, or any other cause or events beyond the reasonable control of Landlord, provided that Landlord has advised Tenant in writing of such causes or events, within a reasonable period of time after learning of the same, and Landlord has used reasonable efforts to minimize the delay occasioned thereby (collectively, “Force Majeure Event”), or (ii) Tenant Delays caused by or attributable to the Tenant (“Tenant Delays”) (as defined in Section 6.1 of the Lease Improvement Agreement). The parties agree that if Landlord is unable to Substantially Complete the Premises by the Scheduled Lease Commencement Date, plus any extension thereto pursuant to this Section, this Lease shall not be void or voidable (except as expressly provided in this Section 4 below), nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom, and the expiration date of the Term of this Lease shall be extended for such delay; but in such event, Tenant shall not be liable for any Rent until the day that is the first day of the seventh (7th) month following the Commencement Date; provided, however if such delays were caused or attributable to Tenant, Rent shall commence as of the day that is the first day of the seventh (7th) month following the date that the Commencement Date would have occurred but for Tenant Delays.
(b) Tenant shall have If the one-time option to terminate and cancel the Lease effective on the last day of the eighty-fifth Commencement Date has not occurred within thirty (85th30) month days after the Scheduled Lease Commencement Date (the “Termination DateGrace Period”) (unless such delays are caused by Force Majeure Events), which right is contingent for any reason other than Tenant Delays, Landlord shall grant Tenant a period of free Rent (including Base Rent and all Operating Expenses), commencing upon Tenant paying to Landlord the “Termination Consideration” (as defined below) concurrent with Tenant’s delivery expiration of the Termination Notice (as defined belowRent abatement period provided in Section 5(b). To exercise such termination optionThis period of free Rent shall consist of one day for each day elapsing between the expiration of the Grace Period and the Commencement Date.
(c) If for any reason whatsoever, including but not limited to Force Majeure Events, but excluding Tenant Delays, the Commencement Date does not occur within one hundred eighty (180) days after the Scheduled Lease Commencement Date, Tenant must deliver to Landlord on or before January 1may, 2025, irrevocable upon ten (10) days’ written notice of Tenant’s exercise of such option (the “Termination Notice”) and the amount of the Termination Consideration. As used hereinto Landlord, the “Termination Consideration” shall mean the amount equal to Two Million and No/100ths Dollars ($2,000,000.00). Failure by Tenant to timely pay the Termination Consideration shall terminate Tenant’s option to terminate this Lease. If Tenant properly and timely exercises Lease without incurring any liability to Landlord, if the termination option in this Section 4(b), this Lease shall expire at midnight on the Termination Commencement Date and Tenant shall be required to surrender the Premises to Landlord on or prior to does not occur during such Termination Date in accordance with the applicable provisions of this Lease. The option to terminate set forth in this Section 4(b) is personal to the original Tenant executing this Lease and may not be assigned, voluntarily or involuntarily, separate from or as part of this Lease. At Landlord’s option, all rights of Tenant under this Section 4(b) shall terminate and be of no force or effect if any of the following individual events occur or any combination thereof occur: ten (1) Tenant has been in default beyond any notice and cure period on more than one (1) occasion during any consecutive twelve (12) month period during the initial Term of the Lease, or is in default of any provision of this Lease on the date Landlord receives the Termination Notice; and/or (2) Tenant has assigned its rights and obligations under all or part of this Lease; and/or (3) Tenant has failed to exercise the early termination option set forth in this Section 4(b) in a timely manner and in strict accordance with the provisions of this Section 4(b)10)-day period.
Appears in 1 contract
Samples: Lease Agreement (Health Net Inc)
Term and Possession. (a) Subject to and upon the terms and conditions set forth herein, the Term The term of this Lease shall be for (“the period specified in the Basic Lease Information. The Term Term”) shall commence on the earlier of (i) the date that the Premises is delivered to Tenant free and clear of any third-party occupancy and (ii) the date that Tenant first commences normal business operation from the Premises Commencement Date specified below (the “Commencement Date”)) and, unless sooner terminated pursuant to the provisions of this Lease or extended pursuant to any extension option provided for herein, shall expire on the expiration date (the “Expiration Date”) set forth below. In When the event Commencement Date and the Expiration Date have been established, Landlord and Tenant shall confirm the same in the form of the inability Commencement Letter attached hereto as Exhibit C. The “Commencement Date” shall be the date upon which Tenant actually occupies the Premises, with Landlord’s permission, for any use permitted under the terms of Landlord to deliver possession of the Premises this Lease. The anticipated Commencement Date is July 1, 2018. If Landlord, for any reason whatsoever, including, without limitation, cannot deliver possession of said Premises to Tenant at the vacating Commencement Date of the Premises by the prior tenant of the Premisesterm hereof, neither Landlord nor its agents shall be liable for any damage caused thereby, nor shall this Lease thereby become shall not be void or voidable, howevernor shall Landlord be liable to Tenant for any loss or damage resulting therefrom, but in such event that event, (a) all Rent (as defined in paragraph 3.7) shall be abated during the period between the Commencement Date of said term and the time when Landlord delivers possession, (b) Tenant shall not be liable for any rent until commence paying Rent on the actual occurrence date of the Commencement Date. Notwithstanding the foregoing to the contrary, if, for any reason, Landlord has not delivered possession of the Premises to Tenant as described in clause (i) above as of January 1, 2020, Tenant, as Tenant’s sole remedy, will have the right to terminate this Lease by written notice delivered to Landlord at any time prior to Landlord’s delivery of possession of the Premises to Tenant; providedPremises, however, that such January 1, 2020 date and (c) the Expiration Date shall be extended so long as Landlord is using its good faith and diligent efforts to deliver on the two (2) year anniversary of the date of delivery of possession of the Premises to Tenant (by unlawful detainer or otherwise). Within thirty (30) days after the Commencement Date, Landlord and Tenant shall execute an amendment to this Lease (“First Amendment to Lease and Acknowledgment”) setting forth the Commencement Date and the expiration date of the term of the Lease, which shall be in the form attached hereto as Exhibit B.
(b) Tenant shall have the one-time option to terminate and cancel the Lease effective on the last day of the eighty-fifth (85th) month after the Commencement Date (the “Termination Date”), which right is contingent upon Tenant paying to Landlord the “Termination Consideration” (as defined below) concurrent with Tenant’s delivery of the Termination Notice (as defined below). To exercise such termination option, Tenant must deliver to Landlord on or before January 1, 2025, irrevocable written notice of Tenant’s exercise of such option (the “Termination Notice”) and the amount of the Termination Consideration. As used herein, the “Termination Consideration” shall mean the amount equal to Two Million and No/100ths Dollars ($2,000,000.00). Failure by Tenant to timely pay the Termination Consideration shall terminate Tenant’s option to terminate this Lease. If Tenant properly and timely exercises the termination option in this Section 4(b), this Lease shall expire at midnight on the Termination Date and Tenant shall be required to surrender the Premises to Landlord on or prior to such Termination Date in accordance with the applicable provisions of this Lease. The option to terminate set forth in this Section 4(b) is personal to the original Tenant executing this Lease and may not be assigned, voluntarily or involuntarily, separate from or as part of this Lease. At Landlord’s option, all rights of Tenant under this Section 4(b) shall terminate and be of no force or effect if any of the following individual events occur or any combination thereof occur: (1) Tenant has been in default beyond any notice and cure period on more than one (1) occasion during any consecutive twelve (12) month period during the initial Term of the Lease, or is in default of any provision of this Lease on the date Landlord receives the Termination Notice; and/or (2) Tenant has assigned its rights and obligations under all or part of this Lease; and/or (3) Tenant has failed to exercise the early termination option set forth in this Section 4(b) in a timely manner and in strict accordance with the provisions of this Section 4(b)Premises.
Appears in 1 contract
Samples: Lease Agreement (Broadvision Inc)
Term and Possession. (a) Subject to and upon the terms and conditions set forth herein, the Term of this Lease shall be for the period specified in the Basic Lease Information. The Term shall commence on , commencing upon the earlier of the following dates (the “Scheduled Lease Commencement Date”): (i) the date that on which the Premises is delivered to Tenant free and clear of any third-party occupancy and are Substantially Complete (as defined below); (ii) the date that Tenant first commences normal business operation from on which the Premises would have been Substantially Complete had there been no delays caused by or attributable to the Tenant; or (iii) the “Commencement Date”). In date upon which the event of the inability of Landlord to deliver Tenant takes possession of the Premises for any reason whatsoever, including, without limitation, with the vacating of the Premises by the Landlord’s written consent. Landlord shall give Tenant forty-five (45) days prior tenant of the Premises, neither Landlord nor its agents shall be liable for any damage caused thereby, nor shall this Lease thereby become void or voidable, however, in such event Tenant shall not be liable for any rent until the actual occurrence of the Commencement Date. Notwithstanding the foregoing to the contrary, if, for any reason, Landlord has not delivered possession of the Premises to Tenant as described in clause (i) above as of January 1, 2020, Tenant, as Tenant’s sole remedy, will have the right to terminate this Lease by written notice delivered as to Landlord at any time prior to Landlord’s delivery of possession of when the Premises to Tenant; provided, however, that such January 1, 2020 date Scheduled Lease Commencement Date shall be extended so long as Landlord is using its good faith and diligent efforts to deliver possession of the Premises to Tenant (by unlawful detainer or otherwise)occur. Within thirty (30) days after the Commencement Date, Landlord and Tenant shall execute an amendment to this Lease (“First Amendment to Lease and Acknowledgment”) setting forth the Lease Commencement Date and the expiration date of the term of the Lease, which shall be in the form attached hereto as Exhibit B.
C. For purposes of the foregoing, the Premises shall be deemed to be “Substantially Complete” when (bi) Tenant is tendered direct access to the Premises with building services (sanitary sewer, public water, electrical, elevator, HVAC service and fire suppression services operational) ready to be furnished to the Premises, (ii) a certificate of occupancy (temporary or final) has been issued by the appropriate governmental entity, and (iii) the identified construction to be provided by Landlord, as set forth in the Tenant Improvement Agreement has been completed, with the exception of the Punch List Items. Landlord shall provide Tenant with not less than thirty (30) days prior written notice of the anticipated date that the Premises shall be Substantially Complete. Tenant shall be permitted access to the Premises prior to the Commencement Date to perform construction relating to the installation of telephone, computers, data/phone cabling, furniture and special fixtures not installed by Landlord, provided Tenant does not interfere or impede Landlord in construction of tenant improvements, and provided further that evidence of insurance as hereinafter required is delivered to Landlord prior to occupancy. Landlord shall Substantially Complete the Premises by the Scheduled Lease Commencement Date as set forth in the Basic Lease Information, plus extensions thereto equal to the durations of (i) any delays beyond the reasonable control of Landlord, such as acts of God, fire, earthquake, acts of a public enemy, riot, insurrection, unavailability of materials, governmental delays in issuing permits, approvals or inspections, governmental restrictions on the sale of materials or supplies or on the transportation of such materials or supplies, strike or shortages directly affecting construction or transportation of materials or supplies, shortages of materials or labor resulting from government controls, weather conditions, or any other cause or events beyond the reasonable control of Landlord (collectively, “Force Majeure Event”), or (ii) delays caused by or attributable to the Tenant (“Tenant Delays”). The parties agree that if Landlord is unable to Substantially Complete the Premises by the Scheduled Lease Commencement Date, plus any extension thereto pursuant to this Section, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom, and the expiration date of the Term of this Lease shall be extended for such delay; but in such event, Tenant shall not be liable for any Rent until the Lease Commencement Date; provided, however if such delays were caused or attributable to the Tenant, Rent shall commence as of the Scheduled Lease Commencement Date. Notwithstanding the foregoing, and provided that the Lease Agreement is fully executed by June 14, 2004, in the event Landlord is unable to Substantially Complete the Premises by December 22, 2004 for any reason (other than as a result of Tenant Delays). (i) Tenant shall receive two (2) rent free days for each day following December 22, 2004 that Landlord is unable to Substantially Complete the Premises and deliver possession to Tenant, and (ii) if Landlord’s failure to Substantially Complete the Premises continues for a period longer than sixty (60) days after the December 22, 2004 date. Tenant shall have the one-time option right to terminate this Lease without further liability and cancel the Lease effective on the last day receive a full refund of the eighty-fifth Security Deposit (85th) month after the Commencement Date (the “Termination Date”), which right is contingent upon Tenant paying to Landlord the “Termination Consideration” (as defined below) concurrent with Tenant’s delivery of the Termination Notice (as defined below). To exercise such termination option, Tenant must deliver upon written notice to that effect delivered to Landlord on or before January 1, 2025, irrevocable written notice at any time after such sixty (60) day period and prior to the date that Landlord is able to Substantially Complete the Premises and tender possession of Tenant’s exercise of such option (the “Termination Notice”) and the amount of the Termination Consideration. As used herein, the “Termination Consideration” shall mean the amount equal to Two Million and No/100ths Dollars ($2,000,000.00). Failure by Tenant to timely pay the Termination Consideration shall terminate Tenant’s option to terminate this Lease. If Tenant properly and timely exercises the termination option in this Section 4(b), this Lease shall expire at midnight on the Termination Date and Tenant shall be required to surrender the Premises to Landlord on or prior to such Termination Date in accordance with the applicable provisions of this Lease. The option to terminate set forth in this Section 4(b) is personal to the original Tenant executing this Lease and may not be assigned, voluntarily or involuntarily, separate from or as part of this Lease. At Landlord’s option, all rights of Tenant under this Section 4(b) shall terminate and be of no force or effect if any of the following individual events occur or any combination thereof occur: (1) Tenant has been in default beyond any notice and cure period on more than one (1) occasion during any consecutive twelve (12) month period during the initial Term of the Lease, or is in default of any provision of this Lease on the date Landlord receives the Termination Notice; and/or (2) Tenant has assigned its rights and obligations under all or part of this Lease; and/or (3) Tenant has failed to exercise the early termination option set forth in this Section 4(b) in a timely manner and in strict accordance with the provisions of this Section 4(b)Tenant.
Appears in 1 contract
Term and Possession. (a1) Subject to and upon the terms and conditions set forth herein, the Term The term of this Lease shall be for the period specified in Lease Term (or until sooner terminated as herein provided) beginning on the Basic Commencement Date, except that if the Commencement Date is other than the first day of a calendar month, the Lease InformationTerm shall be extended for the remainder of that calendar month at the end of the term.
(2) The Commencement Date shall be July 22, 1999.
(3) Landlord agrees to perform the work required to be performed by Landlord under the Lease Improvement Agreements with diligence, subject to events and delays due to causes beyond Landlord's reasonable control. The Term Initial Premises and the Third Floor Expansion Premises shall commence be deemed substantially completed and possession delivered when Landlord has substantially completed the work to be constructed or installed pursuant to the provisions of the Primary Lease Improvement Agreement with respect thereto, subject only to the completion of items on Landlord's Punch List (and exclusive of the earlier installation of (i) the date that the Premises is delivered all telephone and other communications facilities and equipment and other finish work to Tenant free and clear of any third-party occupancy and (ii) the date that Tenant first commences normal business operation from the Premises (the “Commencement Date”be performed by parties other than Landlord). In the event of any dispute as to when and whether the inability work performed or required to be performed by Landlord has been substantially completed, the certificate of an A.I.A. registered architect rendering services with respect to the Tenant Improvements on or about the Initial Premises or the Third Floor Expansion Premises, as the case may be, or a temporary or final certificate of occupancy issued by the local governing authority shall be conclusive evidence of such completion, effective on the date of said architect's certificate or said temporary or final certificate of occupancy. Landlord shall deliver Landlord's Punch List to deliver possession Tenant simultaneously with the delivery of the Initial Premises for any reason whatsoeverand the Third Floor Expansion Premises, including, without limitation, as the vacating case may be. Tenant shall approve or make reasonable additions to Landlord's Punch List within five (5) days after delivery of the Initial Premises by and the prior tenant of the Third Floor Expansion Premises, neither Landlord nor its agents shall be liable for any damage as the case may be. Subject to delays caused thereby, nor shall this Lease thereby become void by Tenant or voidable, however, in such event Tenant shall not be liable for any rent until the actual occurrence of the Commencement Date. Notwithstanding the foregoing to the contrary, if, for any reasonotherwise beyond Landlord's reasonable control, Landlord has not delivered possession of shall complete the Premises to Tenant as described in clause (i) above as of January 1, 2020, Tenant, as Tenant’s sole remedy, will have the right to terminate this Lease by written notice delivered to Landlord at any time prior to items listed on Landlord’s delivery of possession of the Premises to Tenant; provided, however, that such January 1, 2020 date shall be extended so long as Landlord is using its good faith and diligent efforts to deliver possession of the Premises to Tenant (by unlawful detainer or otherwise). Within 's Punch List within thirty (30) days after following delivery of the Commencement Initial Premises and the Third Floor Expansion Premises, as the case may be.
(4) If substantial completion of the Third Floor Expansion Premises, or possession thereof by Tenant, is delayed because any tenant or other occupant thereof holds over and the Landlord is delayed, using good faith efforts in Landlord's discretion in acquiring possession thereof, Landlord shall not be deemed in default, nor in any way liable to Tenant because of such delay, and Tenant agrees to accept possession of such premises at such time as Landlord is able to tender the same, which date shall thenceforth be deemed the Third Floor Expansion Effective Date notwithstanding any other provision hereof to the contrary.
(5) The taking of possession by Tenant shall be deemed conclusively to establish that the Building and the Premises with respect to which possession is so taken have been completed in accordance with the plans and specifications and are in good and satisfactory condition as of when possession was so taken (except for such items, if any, as are described in Landlord's Punch List). Contemporaneously with execution of this Lease and thereafter and upon the occurrence of each of the Third Floor Expansion Effective Date and the Fourth Floor Expansion Effective Date, Landlord and Tenant shall execute an amendment and deliver to this Lease (“First Amendment to Lease Landlord a commencement and Acknowledgment”) setting forth the Commencement Date and the expiration date of the term of the Lease, which shall be estoppel certificate in the form attached hereto as Exhibit B.
(b) Tenant shall have the one-time option to terminate "D" and cancel the Lease effective on the last day of the eighty-fifth (85th) month after the Commencement Date (the “Termination Date”), which right is contingent upon Tenant paying to Landlord the “Termination Consideration” (as defined below) concurrent with Tenant’s delivery of the Termination Notice (as defined below). To exercise such termination option, Tenant must deliver to Landlord on or before January 1, 2025, irrevocable written notice of Tenant’s exercise of such option (the “Termination Notice”) and the amount of the Termination Consideration. As used by this reference incorporated herein, as modified to accurately reflect the “Termination Consideration” shall mean the amount equal to Two Million and No/100ths Dollars ($2,000,000.00). Failure by Tenant to timely pay the Termination Consideration shall terminate Tenant’s option to terminate this Lease. If Tenant properly and timely exercises the termination option in this Section 4(b), this Lease shall expire at midnight on the Termination Date and Tenant shall be required to surrender the Premises to Landlord on or prior to such Termination Date in accordance with the applicable provisions terms of this Lease. The option to terminate set forth in this Section 4(b) is personal to the original Tenant executing this Lease and may not be assigned, voluntarily or involuntarily, separate from or as part of this Lease. At Landlord’s option, all rights of Tenant under this Section 4(b) shall terminate and be of no force or effect if any of the following individual events occur or any combination thereof occur: (1) Tenant has been in default beyond any notice and cure period on more than one (1) occasion during any consecutive twelve (12) month period during the initial Term of the Lease, or is in default of any provision of this Lease on the date Landlord receives the Termination Notice; and/or (2) Tenant has assigned its rights and obligations under all or part of this Lease; and/or (3) Tenant has failed to exercise the early termination option set forth in this Section 4(b) in a timely manner and in strict accordance with the provisions of this Section 4(b).
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Samples: Lease Agreement (Interland Inc)