Termination Option. Tenant shall have the one-time right to terminate the Lease effective as of the end of the thirty-sixth full calendar month following the Commencement Date, by giving written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the d...
Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early te...
Termination Option. For nominal consideration, the receipt of w hich is hereby acknowledged by Seller, and Xxxxx's agreement to pay Seller $ (Option Fee) within 3 days after the Effective Date of this contract, Seller grants Buyer the unrestricted right to terminate this contract by giving notice of termination to Seller within days after the Effective Date of this contract (Option Period). Notices under this paragraph must be given by 5:00 p.m. (local time where the Property is located) by the date specified. If no dollar amount is stated as the Option Fee or if Buyer fails to pay the Option Fee to Seller within the time prescribed, this paragraph will not be a part of this contract and Buyer shall not have the unrestricted right to terminate this contract. If Xxxxx gives notice of termination within the time prescribed, the Option Fee will not be refunded; however, any xxxxxxx money will be refunded to essence for this paragraph and strict compliance with the time for performance is required.
Termination Option. For nominal consideration, the receipt of which Seller acknowledges, and Xxxxx's agreement to pay the Option Fee within the time required, Seller grants Buyer the unrestricted right to terminate this contract by giving notice of termination to Seller within
Termination Option. In the event that Tenant validly exercises its option and Landlord is unable for any reason to provide Tenant with the additional 7,000 square feet of space described in Section 22.3(a) or the additional 6,000 square feet of space described in Section 22.3(b), then in either such event Tenant's sole remedy against Landlord shall be to terminate this Lease, effective
(i) in the case of Landlord's inability to provide the 7,000 square feet of space, on the date which is forty-eight (48) months after the Commencement Date of the Third Floor Expansion Space, and (ii) in the case of Landlord's inability to provide the 6,000 square feet of space, on the date which is sixty (60) months after such Commencement Date. In order to exercise this termination option, Tenant must (A) notify Landlord of its exercise of this option within thirty (30) days after the date that Landlord notifies Tenant of its inability to deliver the additional space, and (B) pay Landlord not later than the effective date of Lease termination all amounts due under this Lease, plus a cancellation penalty equal to the sum of the following: the unamortized portion of all Tenant Concessions [as described in Section 2.1(d)) provided to Tenant; the unamortized portion of all tenant concessions provided to Gowix; xxe unamortized portion of all tenant concessions provided to Financial Planning; and all of Landlord's other reasonable costs and expenses incurred in connection with terminating existing leases with Gowix xxx Financial Planning and/or relocating them to different space in the Building (including without limitation, brokerage fees and attorney's fees). Within one hundred eight (180) days after the execution of this Lease, Landlord and Tenant will agree upon the amount of the cancellation penalty, and they shall execute an Agreement Regarding Cancellation Penalty in the form of Exhibit F.
Termination Option. If at any time during the term of this Agreement any party refuses or fails to perform in a material fashion any portion of this Agreement, and fails or refuses to correct said action or lack of action within thirty (30) days after receipt of written notice, the other party may, upon thirty (30) days written notice, terminate this Agreement. Without limiting the generality of the foregoing sentence, the following shall be deemed a failure or refusal to perform in a material fashion: (i) failure by any Subservicer to make deposits to the Trustee of payments received with respect to the Education Loans, (ii) failure or refusal to perform in any material fashion any portion of this Agreement, including any failure to perform or observe in any material respect any covenants or agreements contained herein, or (iii) becoming subject to an event of bankruptcy. An event of bankruptcy shall mean the commencement of a voluntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law, or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official, making a general assignment for the benefit of creditors, declaring a moratorium with respect to one's debts or failure to generally pay one's debts as they become due, or the commencement of an involuntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official, provided such action is not dismissed within 60 days. If any default occurs as the result of the failure or refusal of a Subservicer to perform, the Master Servicer shall have the right, without any obligation, to cure or correct such default of such Subservicer within thirty (30) days after receipt of notice. If at any time the Master Servicer defaults by failure or refusal to perform in a material fashion and such default remains unremedied within thirty (30) days after receipt of written notice, then the Trustee or the Registered Owners of not less than 25% of the Highest Priority Obligations may terminate all the rights and obligations of Master Servicer upon thirty (30) days' written notice. Following termination by the Trustee or the Registered Owners of not less than 25% of the Highest Priority Obligations as provided above, a successor master servicer appointed by the Registe...
Termination Option. For nominal consideration, the receipt of which Seller acknowledges, and Xxxxx's agreement to pay the Option Fee within the time required, Seller grants Buyer the unrestricted right to terminate this contract by giving notice of termination to Seller within days after the Effective Date of this contract (Option Period). Notices under this paragraph must be given by 5:00 p.m. (local time where the Property is located) by the date specified. If Buyer gives notice of termination within the time prescribed: (i) the Option Fee will not be refunded and escrow agent shall release any Option Fee remaining with escrow agent to Seller; and (ii) any xxxxxxx money will be refunded to Buyer.
Termination Option. The Mortgages Trustee (as trustee for the Beneficiaries) and Funding may, upon a breach by the relevant Account Bank of its obligations under this Agreement, any Issuer Bank Account Agreement, the Funding Guaranteed Investment Contract, the Mortgages Trustee Guaranteed Investment Contract, the Cash Management Agreement, any Issuer Cash Management Agreement or the Servicing Agreement (for the avoidance of doubt, to the extent that the relevant Account Bank is party to the relevant agreement) by giving one month's prior written notice to the relevant Account Bank (with a copy to the Security Trustee), terminate the appointment of such Account Bank, provided that:
(a) such termination shall not be effective until a replacement financial institution or institutions (in each case (A) whose short-term, unsubordinated, unguaranteed and unsecured debt obligations are rated at least P-1 by Moody's, (B) whose unsubordinated, unguaranteed and unsecured debt obligations are rated at least A-1 short-term and A long-term (or, if such institution has no short-term rating from S&P, at least A+ long-term) by S&P and (C) whose short-term and long-term “Issuer Default Ratings” are at least F1 and A (respectively), by Fitch) shall have entered into an agreement in form and substance similar to this Agreement; and
(b) such termination would not adversely affect the then current ratings of the Rated Notes. The Cash Manager, the Mortgages Trustee and Funding shall use reasonable endeavours to agree such terms with such a replacement financial institution or institutions within 60 calendar days of the date of the notice. In the event of such termination the relevant Account Bank shall assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby and the Mortgages Trustee and Funding shall reimburse the relevant Account Bank for its reasonable costs and any amounts in respect of Irrecoverable VAT thereon (including reasonable costs and expenses) incurred during the period of, and until completion of, such transition. Account Bank A shall have no obligation to find a replacement financial institution and shall not be liable for any cost, expenses or fees of any person in respect of the appointment of any replacement financial institution.
Termination Option. The Master Issuer and the Master Issuer Security Trustee, upon a breach by a Master Issuer Account Bank of its obligations under the Bank Account Agreement, the Funding Guaranteed Investment Contract, the Mortgages Trustee Guaranteed Investment Contract, the Cash Management Agreement, the Master Issuer Cash Management Agreement or the Servicing Agreement, may, by giving one month's prior written notice to the Master Issuer Account Bank (with a copy to the Master Issuer Security Trustee), terminate the appointment of such Master Issuer Account Bank, provided that:
(a) such termination shall not be effective until a replacement financial institution or institutions (in each case (i)(A) whose short-term, unsubordinated, unguaranteed and unsecured debt obligations are rated at least P-1 by Moody's, (B) whose unsubordinated, unguaranteed and unsecured debt obligations are rated at least A-1 short-term and A long-term (or, if such institution has no short-term rating from S&P, at least A+ long-term) by S&P and (C) whose short-term and long-term “Issuer Default Ratings” are at least F1 and A (respectively), by Fitch (or such other ratings that may be agreed between the parties hereto and the relevant Rating Agency from time to time) and (ii) being an authorised institution under the FSMA shall have entered into an agreement in form and substance similar to this Agreement; and
(b) such termination would not adversely affect the then current ratings of the Rated Master Issuer Notes. The Master Issuer Cash Manager and the Master Issuer shall use reasonable endeavours to agree such terms with such a replacement financial institution or institutions within 60 calendar days of the date of the notice. In the event of such termination, the relevant Master Issuer Account Bank shall assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby, and the Master Issuer shall reimburse such Master Issuer Account Bank for its reasonable costs and any amounts in respect of Irrecoverable VAT thereon (including reasonable costs and expenses) incurred during the period of, and until completion of, such transition.
Termination Option. Provided Sublessee fully and completely satisfies each of the conditions set forth in this Section 8, Sublessee shall have the one time option (“Termination Option”) to terminate the Sublease as to the Expansion Space only (i.e., this Termination Option will not apply to the Existing Premises) effective as of December 31, 2021 (the “Termination Date”). In order to exercise the Termination Option, Sublessee must fully and completely satisfy each and every one of the following conditions: (a) Sublessee must give Sublessor written notice (“Termination Notice”) on or before December 31, 2020, (b) at the time of the Termination Notice Sublessee shall not be in default under the Sublease, nor shall any circumstance exist that, with the giving of notice, the passage of time, or both, would constitute a default under the Sublease beyond any applicable notice and cure period, (c) at the time of the Termination Notice and, at Sublessor’s option, as of the Termination Date, the Sublease shall not have been assigned nor shall the Premises have been further sublet (unless any further sublease contains an express provision terminating such sublease prior to the Termination Date and Sublessee delivers the Expansion Space to Sublessor on the Termination Date free from any occupancy or right of occupancy by third parties claiming through Sublessee), and (d) concurrently with Sublessee’s delivery of the Termination Notice to Sublessor, Sublessee shall pay to Sublessor a termination fee (“Termination Fee”) equal to Six Hundred Thousand Dollars ($600,000.00). If Sublessee fails to satisfy any of the foregoing conditions, the exercise of the Termination Option will be null and void at the option of Sublessor.
