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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.
Appears in 4 contracts
Samples: Lease Agreement (Viamet Pharmaceuticals Holdings LLC), Lease Agreement (Viamet Pharmaceuticals Holdings LLC), Lease Agreement (Viamet Pharmaceuticals Holdings LLC)
Termination Option. Notwithstanding anything (i) From and after the occurrence of a Termination Trigger (as defined below) with respect to the contrary contained Property, but in this Leaseany case, no later than sixty (60) days following the date of such occurrence, Tenant shall will have the one-time option to terminate this Lease by sending to Landlord a written notice (the a “Termination OptionNotice”) stating that Tenant desires to terminate this Lease, effective together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice date of such Termination Option election Notice (the including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination NoticeTrigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Such Termination Notice shall be effective only Notwithstanding the foregoing, if it is given to Landlord at least nine (9) full calendar months prior to the Current FMV of the Property as of the date the Termination Date (Trigger occurs is less than the “Termination Notice Deadline”); accordinglyLease Commencement FMV, if then Tenant has will 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 a right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof.
(ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice Deadlineis sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. If, following Landlord’s delivery to Tenant of a Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, this Lease will terminate on such Termination Date. In the event that any arbitration has not concluded on or before the applicable Termination Date, (a) Tenant will pay all rent amounts due after such date into an escrow account (which rent amounts will be paid over to Landlord in the event the arbitration is decided in favor of Landlord, or returned to Tenant in the event the arbitration is decided in favor of Tenant), and (b) if the arbitration is decided in favor of Tenant, Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, etc.) from the first day following the Termination Date until and including the date on which this Lease actually terminates, which date will be fifteen (15) days following the date on which the arbitration decision is rendered. Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will be deemed an approval by Landlord to terminate this Lease.
(iii) Upon the affirmative or deemed approval of Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease, which termination will be effective on the last day of the month in which occurs the sixtieth (60th) day following the date of delivery to Landlord of the Termination Notice (the “Termination Date”).
(iv) On or prior to the Termination Date, Landlord has the right, but not the obligation, to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account the value-add after the development or redevelopment and/or lease up thereof), less (B) ($ ), being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a condition precedent member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser.
(v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property.
(vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof.
(vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an xxxxxxx money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof).
(viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Year Taxes as shall be allocable to Tenant (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the ROFR Closing). Any Taxes which are payable in the calendar year in which a ROFR Closing occurs but are not due and payable at the time of such ROFR Closing and the portion of the Current Year Taxes not assumed by Landlord hereunder shall be credited to Landlord through a credit against the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to the Property have not been set as of the date thereof, the present tax rate and the most recent assessed valuation for the Property shall be used for the purposes of making the adjustments at such ROFR Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax xxxx. Notwithstanding any of the foregoing to the contrary, Tenant shall have the right to prosecute (with Landlord’s reasonable cooperation after the ROFR Closing, at no expense or liability to Landlord) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the Property for tax periods prior to the tax period that includes the ROFR Closing Date, provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlord.
(ix) If a lender or third-party consent is required in connection with the termination of this Lease pursuant to this Section 2, Tenant will bear the responsibility of obtaining such consent and Tenant will pay all costs incurred in connection therewith. 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, Section 2 shall survive 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.
Appears in 4 contracts
Samples: Master Lease Agreement (Aimco OP L.P.), Master Lease Agreement (Aimco OP L.P.), Master Lease Agreement (Aimco OP L.P.)
Termination Option. Notwithstanding anything to Provided Tenant is the contrary contained originally named Tenant, Tenant is neither in monetary default of this LeaseLease on the Termination Date (as defined below) nor has there previously been an Event of Monetary Default, and this Lease is in full force and effect, Tenant shall have the one-time option right to terminate this Lease effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each of the following terms and conditions (the “Termination Option”) to terminate this Lease, effective as of ). The “Termination Date” shall mean the last day of the sixtieth (60th) 40th full calendar month of after the Term (Commencement Date. If Tenant desires to exercise the “Termination Date”)Option, by providing Tenant shall give to Landlord with irrevocable written notice of such Tenant’s exercise of the Termination Option election (the “Termination Notice”), together with the Termination Payment (as defined below). Such The Termination Notice and the Termination Payment shall be effective only if it received by Landlord no later than the date that is given to Landlord at least nine (9) full calendar 9 months prior to the Termination Date (Date, failing which 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 deemed waived (provided Landlord reserves the right to waive in writing the requirement that Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after fully and/or timely pay the Termination Notice DeadlinePayment). 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 The “Termination Fee”) Payment” shall equal to the sum of of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) Ninety Thousand Three Hundred Twenty-Five brokerage commissions 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 attorneys’ fees incurred paid by Landlord in connection with this Lease Lease; (ii) rent concessions; 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 (iii) total cost incurred by Landlord. With respect Landlord for improvements, including the Leasehold Improvements, 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 Premises in connection with such early termination this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty but a and is fair and reasonable pre-estimate compensation to Landlord for the loss of expected rentals from Tenant. The Termination Payment shall be payable by wire transfer or cashier’s check. Time is of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages essence with respect to such lossthe dates and deadlines set forth herein. Tenant shall continue to be liable for its obligations under this Lease Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and through including the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms Tenant shall be in default of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted then Landlord may elect, but is not obligated, by written notice to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, cancel and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be declare null and void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery exercise of the Termination Notice or as Option, in which case this Lease shall continue in full force and effect for the full Term unaffected by Tenant’s exercise of the Termination Option. If Tenant timely and properly exercises the Termination Option in accordance with this paragraph and Landlord has not negated the effectiveness of Tenant’s exercise of the Termination Option pursuant to the preceding sentence, this Lease and the Term shall come to an end on the Termination Date with the same force and effect as if the Term were fixed to expire on such date, the Expiration Date shall be the Termination Date, and the terms and provisions of Section 18 shall apply.
Appears in 3 contracts
Samples: Lease (Paratek Pharmaceuticals, Inc.), Lease (Paratek Pharmaceuticals, Inc.), Lease (Paratek Pharmaceuticals, Inc.)
Termination Option. Notwithstanding anything to the contrary contained Provided that Tenant is not in material default of this LeaseLease beyond any applicable cure period, Tenant shall have the one-time option Option to Terminate this Lease (the “Termination Option”) to terminate this Leaseon November 30, effective as of the last day of the sixtieth 2003 by giving Landlord no less than two (60th2) full calendar month of the Term (the “Termination Date”), by providing Landlord with months advance written notice of such Tenant’s intent to exercise its Termination Option. If Tenant gives no notice to Landlord of its intent to exercise its 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for fulfill its obligations under this Lease throughout the term. In the event Tenant exercises its Termination Option Tenant must pay a Termination Penalty (the “Termination Penalty”) of $10,000.00 at the time Tenant notifies Landlord of its intent to exercise its Termination Option. If Tenant fails to pay the Termination Penalty at the time it notifies Landlord of its intent to exercise its Termination Option the Termination Option shall be null and void and Tenant must fulfill its obligations under this Lease throughout the term.
34.16.1 The sidewalks, passages, exits and entrances shall not be obstructed by Tenant or used by Tenant for any purpose other than for ingress to and through egress from the Termination DatePremises. Any balconies or patios shall be left clear except for patio furniture approved by Landlord, includingsuch furniture to be of first class material, without limitationdesign and manufacture and of a design that complements the aesthetic qualities of the building’s exterior. Any patio furniture approved by Landlord shall be kept clean and of a neat appearance.
34.16.2 The toilet rooms, Additional Rent that accrues pursuant urinals, wash bowls and other apparatus shall not be used for any purpose other than for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein and to the terms extent caused by Tenant or its employees or invitees, the expenses of any breakage, stoppage or damage resulting from the violation of this Leaserule shall be borne by Tenant.
34.16.3 Electronic key cards, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 individually identified, are personal provided to the named Tenant at a reasonable fee per card to permit Tenant and Tenant’s employees to gain access to the Building outside of ordinary working hours, subject to: (i) Tenant supplying the name of each employee being given a card; (ii) Tenant requiring that the card earmarked for that employee is actually given to that employee and not to another party, (iii) Tenant obtaining a return of said card from any current or former employee in the event that the employee leaves the company’s employ or no longer works in the Building; (iv) Tenant promptly notifying Landlord of any assignment current or former employee in the event that the employee leaves the company’s employ or no longer works in the Building . Upon the termination of this Lease the tenancy, Tenant shall deliver to the Landlord all keys or sublease electronic key cards and passes for the Premises. In the event of loss of any keys or electronic key cards furnished by TenantLandlord, this Termination Option Tenant shall thenceforth pay the Landlord therefore. Tenant shall not make or cause to be void made any such keys or electronic key cards and shall order all such keys or electronic key cards solely from Landlord for any additional such keys or electronic key cards over and above the keys or electronic key cards furnished by Landlord at occupancy.
34.16.4 Without the prior written consent of Landlord, no further force assignee, subtenant or effect. Tenant’s rights successor in interest of Tenant shall use the name of the Project or any picture of the Project or Building in connection with or in promoting or advertising the business of Tenant except Tenant may use the address of the Building as the address of its business.
34.16.5 Tenant shall allow no animals or pets to be brought to or remain in the Premises or any part thereof, without the prior written consent of Landlord.
34.16.6 Tenant agrees that it and its employees will cooperate fully with Project employees in the implementation of any security procedures for the Project.
34.16.7 Landlord reserves the right to exclude or expel from the Project any person who, in the judgement of Landlord is intoxicated or under this Special Stipulation No. 4 the influence of liquor or drugs or who shall in any manner do any act in violation of any of the rules and regulations of the Project.
34.16.8 No vending machines of any description shall be effective only if Tenant is not installed, maintained or operated in a default (regardless place on the Premises visible from outside the Premises, without the written consent of Landlord.
34.16.9 Tenant shall not: 34.
16.9.1 place any notice and/or cure period) under radio or television antennae on the Lease, either at roof or on any part or the time outside of the delivery of Premises or elsewhere on the Termination Notice or as of the Termination Date.Project without Landlord’s prior written consent;
Appears in 3 contracts
Samples: Office Lease (Alimera Sciences Inc), Office Lease (Alimera Sciences Inc), Office Lease (Alimera Sciences Inc)
Termination Option. Notwithstanding anything to the contrary contained in this Lease, A. Tenant shall have the one-time option right (the “Termination OptionRight”) to terminate this the Term of the Lease, effective as of the last day expiration of the sixtieth (60th) full calendar month of after the Term Relocation Date (the “Effective Termination Date”), by providing giving Landlord with a written termination notice of such Termination Option election (the “Tenant’s Termination Notice”)) on or before the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Such Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to void and ineffective.
B. For the Termination Date (purposes hereof, the “Termination Notice Deadline”); accordingly, if Fee” shall be $714,175.
C. If Tenant has not given timely and properly exercises its Termination Notice Right and pays to Landlord prior to the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice Deadlineor to pay the Termination Fee, 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 the Term of the Lease, pursuant to this Special Stipulation No. 4 Section VI.
D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to thirty-sixth (36th) calendar month following the provisions of this Special Stipulation No. 4Relocation Date, in addition to then 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 Right shall automatically become null 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force and effect.
E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or effectthat is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Leasepartners, either at the time lenders, accountants and attorneys who have been advised of the delivery of confidentiality provisions contained herein and agree to be bound by the Termination Notice or as of the Termination Datesame.
Appears in 3 contracts
Samples: Office Lease Agreement (Imprivata Inc), Office Lease Agreement (Imprivata Inc), Office Lease Agreement (Imprivata Inc)
Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time option (the “Termination Option”) right to terminate this Lease, the Lease effective as of the last day end of the sixtieth (60th) thirty-sixth full calendar month of following the Term (the “Termination Commencement Date”), by providing Landlord with giving 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 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 Notice DeadlineFee (hereinafter defined) and which notice shall specify the termination date; provided however, this Termination Option shall expire and be of no further force or effect, and if Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 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 Notice DeadlineFee paid to offset against any amounts owed by Tenant under the Lease. 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 The Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) Fee is equal to the sum of (i) Ninety Thousand Three Hundred Twentyfour (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-Five and 14/100Dollars ($90,325.14throughs), plus (ii) the unamortized portion of the cost of all unamortized Transaction Costsleasehold improvements, as hereinafter definedleasing 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 this any Lease and incurred by Landlord amendment, amortized over the portion of the Term commencing with the effective date for any other expansion space leased by Tenant, all amortized using an interest the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum over (compounded annually) and then determining the ninety-one (91) month term unamortized portion thereof as 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 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 lease of 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 expansion space through the expiration date sums, any other amounts due and owing to Landlord and any other of Tenant’s lease obligations or liabilities accruing prior to the date of such expansion space. It is hereby acknowledged that termination shall survive 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such losstermination. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.
Appears in 3 contracts
Samples: Commercial Office Lease, Commercial Office Lease (Technest Holdings Inc), Commercial Office Lease (Technest Holdings Inc)
Termination Option. Notwithstanding anything (a) In addition to Tenant's Termination Option contained in the Original Lease with respect to the contrary contained in this LeaseOriginal Premises, Tenant shall have the one-time option (the “"Expansion Termination Option”") to terminate this Leasethe Lease with respect to the Expansion Premises only, but not any portion of the Expansion Premises. Such termination shall be effective as of at any time after the last day of the sixtieth month which is twenty four (60th24) full calendar month of months after the Term Termination Date (defined in the Original Lease) (the “"Expansion Termination Date”"), by providing upon the following terms and conditions:
(i) Tenant gives Landlord with written notice (the "Expansion Termination Notice") of such Tenant's election to exercise the Expansion Termination Option election on or before 5:00 p.m. Pacific Standard Time on or before the date which is no less than seven (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (97) full calendar months prior to the Expansion Termination Date (the “"Expansion Termination Notice Deadline”Date"); accordingly, if Tenant has not given its ;
(ii) There exists no Event of Default under the Lease on the date of the Expansion Termination Notice or on the Expansion Termination Date; and
(iii) Tenant shall pay to Landlord no later than the date which is four (4) months prior to the Expansion 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 Date an amount equal to the provisions of this Special Stipulation NoExpansion Termination Fee (defined below). 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 “The "Expansion Termination Fee”) equal to " shall mean the sum of (iI) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars the then total Basic Rental for the five ($90,325.14)5) month period immediately following the Expansion Termination Date, plus (iiII) the unamortized Expansion Leasing Costs (defined below) as of the Expansion Termination Date, based upon an amortization period from the Expansion Premises Commencement Date until the Expiration Date, with interest accruing on said unamortized Expansion Leasing Costs at 8% per annum from the date they were paid. The term "Expansion Leasing Costs" shall mean the sum of (A) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease costs 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 expenses incurred by Landlord in connection with this Lease the Expansion Improvements (defined below) for the Expansion Premises, 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, (B) 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 brokerage commissions paid by Tenant Landlord in connection with such early termination is not this Amendment. Landlord agrees to provide to Tenant a penalty but a reasonable pre-estimate statement of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time amount of the delivery Expansion Termination Fee within five (5) business days of the Termination Notice or as of the Termination DateTenant's request for such amount.
Appears in 2 contracts
Samples: Standard Office Lease (United Online Inc), Standard Office Lease (Netzero Inc)
Termination Option. Notwithstanding anything to the contrary contained in this Lease, (a) Tenant shall have the a conditional one-time option right to terminate this Lease (the “Termination Option”) to terminate this Lease, effective as of the last day of the sixtieth sixty-fifth (60th65th) full calendar month of the Term (the “Early Termination Date”), by providing which right shall be subject to the satisfaction of all of the following conditions:
(i) The Tenant has sold or will be selling prior to the Early Termination Date, all of its assets to a new non-affiliated entity;
(ii) Tenant notifies Landlord with written notice in writing of such Tenant’s election to exercise its Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord ) at least nine twelve (912) full calendar months prior to the Early Termination Date Date;
(iii) at 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 time 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, there is no default by Tenant must have delivered hereunder; and
(iv) Tenant’s Termination Notice is accompanied by payment to Landlord with its Landlord, as Additional Rent hereunder, of the Termination Notice, an amount Fee (as a termination fee defined below).
(collectively, the “b) The Termination Fee”) Fee shall be equal to three (3) months of the sum of then-current Rent, including Base Rent, estimated Operating Expenses and estimated Real Estate Taxes plus the unamortized Landlord’s Costs (defined below). For the purposes hereof, Landlord’s Costs shall mean: (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 brokerage fees incurred by Landlord in connection with this Lease and or any future amendment whereby Tenant is leasing additional space. to this Lease, (ii) the costs of the Improvements paid for by Landlord as set forth on Exhibit “Transaction CostsB” shall include generally, without limitation, and the amount of any tenant future improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances allowance or similar improvement costs and expenses provided to Tenant paid or incurred by Landlord. With Landlord with respect to any additional spaced leased by Tenant pursuant to the Lease or any amendment hereto, and (iii) any Base Rent abated pursuant to the terms of Sections 1.02 and 3.01 of this Lease, Exhibit “B” hereto, or any future expansion spaceamendment to this Lease. For the purpose of determining the unamortized portion of the Landlord’s Costs, the Transaction Costs all such Landlord’s Costs, along with interest thereon at eight percent (8%) per annum, will be amortized on a straight line basis over the period commencing beginning on the effective commencement date of Tenant’s lease Base Rent obligations with respect to any space (including the initial Premises) leased hereunder by Tenant, and ending on the Expiration Date (as defined in Section 1.22). The Landlord estimates (prior to the execution of such expansion space through this Lease) that the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to Termination Fee will be paid by approximately $870,691.00.
(c) If Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate properly exercises the Termination Option and the conditions applicable thereto have been satisfied, this Lease shall be deemed terminated on the Early Termination Date, Tenant shall return possession of the damages Premises to Landlord in broom clean condition and in accordance with the terms of Section 2.02 hereof, and the parties respective rights and obligations hereunder shall terminate, except for those obligations which would be incurred accrue prior to such Early Termination Date and those rights and obligations which expressly, or by Landlord as a result of such early their nature, survive the termination of this Lease (which damages are impossible including all indemnification obligations hereunder). If Tenant properly exercises the Termination Option and subsequently fails to calculate more precisely) and, in that regard, constitutes liquidated damages with respect timely and properly vacate the Premises and return possession thereof to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through Landlord on or before the Early Termination Date, includingTenant shall be deemed to be holding over in the Premises, without limitation, Additional Rent that accrues pursuant which holdover shall be subject to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination DateSection 2.02 hereof.
Appears in 2 contracts
Samples: Deed of Lease (DTLR Holding, Inc.), Deed of Lease (DTLR Holding, Inc.)
Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time option (the “Tenant’s Termination Option”) to terminate this Lease, effective Lease as of the last day expiration of the sixtieth (60th) 60th full calendar month of the Lease Term (the “Early Termination Date”)) with respect to the entire Premises. Tenant’s Termination Option shall be exercised, if at all, by providing Landlord with (i) 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 given no later than six (96) full calendar months prior to the Early Termination Date Date, and (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice ii) Tenant’s payment 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 (iA) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars the unamortized cost ($90,325.14), plus as of the Early Termination Date) of (ii1) 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 brokerage commissions paid by Landlord in connection with this Lease to the brokers identified in Section 12 of the Summary, and any future amendment whereby (2) the Tenant is leasing additional spaceImprovement Allowance, (B) an amount equal to six (6) months of the then current monthly Base Rent, and (C) an amount equal to six (6) months of the then current payment for Tenant’s Share of Building Direct Expenses. “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 spaceFor purposes of clause (A) above, the Transaction Costs will amortization shall be amortized computed on a straight line basis over the period commencing on the effective date first day of the Lease Term and ending on the Lease Expiration Date, with interest at the rate of eight percent (8%) per annum. The Termination Fee shall be paid to Landlord within thirty (30) days after Tenant’s delivery of its exercise notice, and if not so paid, then Tenant’s Termination Option shall be deemed to have not been validly exercised. If Tenant shall lease the Offer Space pursuant to Section 1.3, or Tenant shall otherwise lease any space in the Building in addition to the original Premises leased under this Lease, the Termination Fee shall be increased by an amount equal to the unamortized amount (as of the Early Termination Date) of any tenant improvement allowance granted by Landlord to Tenant with respect to Tenant’s lease of such expansion space through (or the expiration date cost of any work performed by Landlord in connection with Tenant’s initial occupancy of such space, as the case may be), any brokerage commissions paid by Landlord in connection with Tenant’s lease of such expansion space. It is hereby acknowledged that , and any free rental period with respect to Tenant’s lease of such amount required space, such amortization to be paid by Tenant in connection with such early termination is not computed on a penalty but a reasonable pre-estimate of straight line basis over the damages which would be incurred by Landlord as a result of such early termination of period commencing on the rent commencement date under this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this space (or, if the rent commencement date is not the first day of a calendar month, on the first day of the first full calendar month after the rent commencement date), and ending on the Lease to and through the Termination Expiration Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, together with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either interest at the time rate of the delivery of the Termination Notice or as of the Termination Date.eight percent (8%) per annum
Appears in 2 contracts
Samples: Sublease Agreement (CrowdStrike Holdings, Inc.), Sublease Agreement (CrowdStrike Holdings, Inc.)
Termination Option. Notwithstanding anything to the contrary contained in this Lease, A. Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, effective Lease and the term and estate hereby granted as of the last day of the sixtieth (60th) full calendar month immediately preceding the second (2nd) anniversary of the Term Commencement Date (the “Termination Date”). The Termination Option is granted subject to the following terms and conditions: (a) the Tenant named herein is the tenant under this Lease, by providing Landlord with (b) Tenant gives Owner a written notice of such Tenant’s election to exercise the Termination Option election (the hereinafter called “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least ) not less than nine (9) full calendar months prior to the such Termination Date (the “Termination Notice Deadline”); accordinglyDate, if Tenant has not given its Termination Notice to Landlord prior TIME BEING OF THE ESSENCE with respect to the Termination Notice Deadline, this Termination Option shall expire and be giving 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, and (c) 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 is not in connection with default under 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 either on the effective date of Tenant’s lease of such expansion space through that Tenant exercises the expiration date of Tenant’s lease of such expansion spaceTermination Option, or on the Termination Date, unless waived in writing by Owner. 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 Notwithstanding its exercise of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) andTermination Option, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue be obligated to be liable for its obligations pay all Fixed Rent, Additional Rent and all other charges to become due from Tenant to Owner under this Lease to and through including the Termination Date, including, without limitation, Additional Rent that accrues .
B. In the event of the giving of such Termination Notice (i) this Lease and the term and estate hereby granted (unless the same shall have expired sooner pursuant to any of the terms conditions of limitation or other provisions of this Lease or pursuant to law) shall terminate on the Termination Date with the same effect as if such date were the date hereinbefore specified for the expiration for the Term of this Lease, with (ii) the Fixed Rent, Additional Rent and all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 other charges payable hereunder shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or apportioned as of the Termination Date, (iii) neither party shall have any rights, estates, liabilities or obligations under this Lease for the period accruing after the Termination Date, except those which, by the provisions of this Lease, expressly survive the expiration or termination of the Term of this Lease, (iv) Tenant shall surrender and vacate the Premises and deliver possession thereof to Owner on or before the Termination Date in the condition required under this Lease for surrender of the Premises, and (v) at Owner’s election, Owner and Tenant shall enter into a written agreement reflecting the termination of this Lease upon the terms provided for herein, which agreement shall be executed within thirty (30) days after Tenant exercises the Termination Option.
C. In the event Tenant does not send the Termination Notice to Owner on or before the date set forth in subsection A hereof, this Article 28 shall be deemed null and void and deleted from this Lease.
Appears in 2 contracts
Samples: Lease Agreement (Polarityte, Inc.), Lease Agreement (Polarityte, Inc.)
Termination Option. Notwithstanding anything Landlord shall notify Tenant (with a copy to Subtenant) within sixty (60) days after the contrary contained date of damage whether or not the requirements for repairs, reconstruction and restoration by Tenant described in Section 19.3 are met. If such requirements are not met, Landlord shall have the option, exercisable within sixty (60) days after the date of such damage either to: (a) notify Tenant of Landlord’s election to repair such damage, in which event this Lease shall continue in full force and effect (unless terminated by Tenant as provided below), or (b) notify Tenant, and the subtenant under the Google Sublease, of Landlord’s election to terminate this Lease as of the date of the damage. If such notice to terminate is given by Landlord, this Lease, and the Google Sublease (regardless of the Nondisturbance Agreement), shall terminate as of the date of such damage. If Landlord notifies Tenant of its intention to repair Casualty damages and Landlord reasonably estimates that such repairs cannot be completed within eighteen (18) months (plus any incremental time as may be required to restore any Non-Severable Material Alterations), 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 by delivering fifteen (15) days’ written notice to this Special Stipulation NoLandlord, in which event the Lease, and the Google Sublease (regardless of the Nondisturbance Agreement), shall terminate. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease If pursuant to the provisions above terms of this Special Stipulation No. 4Section 19.2, Landlord notifies Tenant of Landlord’s intention to repair Casualty damages and this Lease and the Google Sublease are not terminated pursuant to the above terms of this Section 19.2, then Landlord shall repair, reconstruct and restore the Premises, including Non-Severable Material Alterations but excluding other Alterations and Tenant’s Property, with reasonable diligence, to the extent of available insurance proceeds, so that the same shall be reasonably comparable in quality, value and utility to the Premises immediately prior to such Casualty damage.”
(b) With respect to Section 19.2, Section 20.1 and Section 20.4 of the Lease, in addition the event Tenant has the right 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, terminate the “Termination Fee”) equal to the sum of Lease:
(i) Ninety Thousand Three Hundred Twenty-Five Tenant (x) shall not exercise such right without the express written consent of Subtenant, and 14/100Dollars ($90,325.14), plus y) shall promptly exercise such right upon the written direction of Subtenant to do so.
(ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Subtenant may notify Landlord for any other expansion space leased by Tenant, all amortized using an interest rate directly of nine percent (9%) per annum over its intent to exercise or refrain from exercising the ninety-one (91) month term of this right to terminate the Lease, and (iii) legal fees incurred by Landlord and, in connection such case, will concurrently with this Lease its delivery to Landlord, deliver a duplicate to Tenant. Subtenant’s determination to exercise or refrain from exercising shall govern, 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 determination notified 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 Landlord 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 contradiction thereof shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Dateinvalid and without effect.
Appears in 2 contracts
Samples: Commercial Lease (Google Inc.), Commercial Lease (Silicon Graphics Inc)
Termination Option. Notwithstanding anything to Provided: (a) the contrary contained Lease is then in this Leasefull force and effect and (b) Tenant is not in Monetary Default under the Lease beyond applicable notice and cure periods, Tenant shall have the one-one time right and option to terminate the Lease (the “Termination Option”) to terminate this Leaseeffective June 30, effective as of the last day of the sixtieth 2027 (60th) full calendar month of the Term (the “Termination Date”). The Termination Option shall be exercised, if at all, by providing Landlord with Tenant by giving written notice of such Termination Option election the exercise to Landlord (the “Termination Notice”)) no later than June 30, 2026. Such Termination Notice It shall be effective only if it is given a condition to the exercise of Tenant’s Termination Option that Tenant pay 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 in the sum of (ix) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14)3,534,441.52 , plus (iiy) all three (3) months Base Rent, Taxes and Expenses payable by Tenant at the Termination Date. Notwithstanding the foregoing, in the event the Premises are expanded at any time during the Extended Term (pursuant to Tenant’s exercise of its rights under this Amendment or otherwise), part (x) of the Termination Fee shall be revised to add Landlord’s unamortized Transaction Costs, as hereinafter defined, incurred in connection transaction costs with this Lease and incurred by Landlord for any other respect to the expansion space leased by Tenantincluding Landlord’s brokerage costs, legal fees, construction allowances, and rent abatement, all amortized using an interest rate as of nine the expansion space rent commencement date through the Extended Term of this Lease with eight percent (98%) per annum over the ninety-one (91) month term of this Leaseinterest, and part (iiiy) legal fees incurred by Landlord in connection with this Lease of the Termination Fee shall be deemed to include Base Rent, Taxes 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 Expenses due for the Premises 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 Half of the damages which would Termination Fee shall be incurred by payable contemporaneously with Tenant’s transmittal to Landlord as a result of such early termination of this Lease the Termination Notice; the balance shall be payable no later than thirty (which damages are impossible 30) days prior to the Termination Date. At Tenant’s request, Landlord will provide information necessary to calculate more precisely) andthe Termination Fee. Provided Tenant properly and timely exercises the Termination Option and timely and properly pays Landlord the Termination Fee, in that regard, constitutes liquidated damages with respect to such loss. Tenant then the Lease shall continue to be liable for its obligations under this Lease to and through terminate effective as of the Termination Date, includingas if said Termination Date were set forth in the Lease as the Expiration Date of the Term of the Lease. Tenant shall vacate and deliver possession of the Premises to Landlord in the manner required by the Lease on or before 11:59 p.m. on the Termination Date. Tenant shall also pay to Landlord on or before the Termination Date, without limitationand be responsible for, Additional Rent all sums due under the Lease that accrues pursuant accrue under the Lease on or prior to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effectDate. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Section are personal to the Tenant is not named in a default (regardless this Lease, its Affiliates, and any successor Tenant after any Business Transfer in accordance with Section 11.04 of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.
Appears in 2 contracts
Samples: Office Lease Agreement, Office Lease Agreement (Xeris Pharmaceuticals Inc)
Termination Option. Notwithstanding anything If (a) as of the date of the delivery of Tenant’s Termination Notice (defined below) to Landlord, Tenant has been acquired in a bona fide, arms-length, third-party transaction; or (b) Tenant has in good faith and within the six (6) months prior to the contrary contained delivery of Tenant’s Termination Notice submitted a written request to Landlord seeking to enter into a lease for additional space at the Building and/or the Property, and a space of the square footage and use sought by Tenant is not, in this LeaseLandlord’s reasonable determination, available for lease as of the Effective Termination date (defined below), then in either case Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, Lease effective as of the last day prior to the seventh (7th) anniversary of the sixtieth (60th) full calendar month of the Term Rent Commencement Date (the “Effective Termination Date”), ) by providing Landlord with no fewer than six (6) months’ prior written notice of such Termination Option election termination (the “Tenant’s Termination Notice”), subject to the terms and conditions of this Article 18. Such On or before the Effective Termination Date, Tenant shall pay to Landlord the Termination Fee (defined below). If Tenant timely and properly exercises its Termination Option and timely pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date as if such date were the original expiration date for all purposes under the Lease. If Tenant fails to timely give Tenant’s Termination Notice shall be effective only if it is given or to Landlord at least nine (9) full calendar months prior to timely pay the Termination Date Fee (either of which conditions may be waived in Landlord’s sole discretion), Tenant’s exercise of 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 be null and be of no further force or effectvoid, and Tenant shall have no right or further option to terminate this the Term of the 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 prior 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 original 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 thereof, except as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Dateotherwise set forth herein.
Appears in 2 contracts
Samples: Lease Agreement (Arcellx, Inc.), Lease Agreement (Arcellx, Inc.)
Termination Option. Notwithstanding anything Subject to the contrary contained in terms of this LeaseRider, Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, Lease effective as of upon the last day of the sixtieth (60th) full calendar month of the Term date (the “Termination Date”), by providing ) which is the last day of the twenty-fourth (24th) full calendar month during the Lease Term by: (i) notifying Landlord with written notice of such Termination Option election (the “Notification”) in writing of Tenant’s exercise of the Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord Option at least nine four (94) full calendar months prior to the Termination Date Date; and (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice ii) paying 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. 4Landlord, in addition to Tenant’s cash or its equivalent, concurrently with delivery of its Termination Noticethe Notification, 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 leasing costs (bearing interest rate of nine at ten percent (910%) per annum over the ninety-one (91compounded monthly) 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such lossthe Lease and/or Tenant’s occupancy of the Leased Premises. Should Tenant exercise the Termination Option in accordance with the foregoing terms and provisions, the Lease shall continue to be liable for its obligations under this Lease to and through terminate on the Termination Date, includingand neither Landlord nor Tenant shall have any further liability or obligation under the Lease after the Termination Date; provided, without limitationhowever, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to neither Landlord nor Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless relieved of or from any notice of its obligations, covenants and/or cure period) liabilities arising under the Lease, either at or in any way relating to the time of the delivery of the Termination Notice Leased Premises, which accrue on or as of prior to the Termination Date, including without limitation any obligation of indemnity or reimbursement arising under the Lease.
Appears in 2 contracts
Samples: Office Lease (Pc Connection Inc), Office Lease (Pc Connection Inc)
Termination Option. Notwithstanding anything to the contrary contained Tenant (so long as Tenant is not then in this Lease, Tenant default hereunder) shall have the one-time option (the “Termination Option”) right to terminate this Lease, Lease effective as of the last day end of the sixtieth thirty-ninth (60th39th) full calendar month next following the Commencement Date of the Term this Lease or Amendment (the “Termination Date”), ) by providing Landlord with delivery of a written termination 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 six (96) full calendar months prior to the Termination Date (Date. In the “Termination Notice Deadline”); accordinglyevent of any such termination, if Tenant has not given its Termination Notice shall pay to Landlord prior to one-half (1/2) of the Termination Notice Deadline, this Termination Option shall expire Fee (defined below) within ten (10) days after Tenant’s receipt of the Calculation Statement (as hereafter defined) and be the remaining one-half (1/2) 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 DeadlineFee upon the actual date of the termination. As a condition precedent to any In the event that Tenant exercises the right of termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s by delivery of its the Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a the termination fee (collectively, the “Termination Fee”) ), payable by Tenant to Landlord, shall be equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars an amount equal to two ($90,325.14)2) months of the then Basic Rent, plus (ii) the unamortized portion of (x) all unamortized Transaction Costsimprovements to the Premises (both initial space and any subsequent expansion space) paid for by Landlord, as hereinafter defined, incurred in connection with (y) all leasing and brokerage commissions and expenses relating to this Lease and incurred paid for by Landlord (including the initial Premises and any subsequent Refusal Space), and (z) all design, construction, management and space planning fees and expenses relating to the construction or improvement of the Premises (and any subsequent expansion space) paid for any other expansion space leased by TenantLandlord (the sum of the costs described in items (x), all (y) and (z) above being referred to as the “Total Costs”),. The unamortized portion of the Total Costs shall be the balance of the Total Costs remaining to be amortized as of the Termination Date with the amortization period beginning on the Commencement Date and ending on the Termination Date. Such amortization shall be calculated using the even payment method at an interest rate of nine equal to Ten percent (910%) per annum over the ninety-one (91) month term of this Leaseannum, 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 all such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required payments having been assumed 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and made through the Termination Date. Within thirty (30) days after the delivery of the Termination Notice, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted Landlord prepare and deliver to Tenant under Landlord’s calculation of the Termination Fee (“Calculation Statement”), which shall be final and binding, absent manifest error. Failure of Tenant to give timely notice as required or to pay the Termination Fee, as noted ABOVE, within the respective time periods set forth herein, shall render this Special Stipulation No. 4 are personal to the named TenantRider, and in the event of any assignment of this Lease or sublease by Tenantrights contained herein, this Termination Option shall thenceforth be null and void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Additionally, Tenant is not in a default (regardless agrees to fully and faithfully perform all of any notice and/or cure period) its obligations under the Lease, either at Lease for the time of the delivery period commencing upon receipt of the Termination Notice or and ending on the Termination Date. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. THIS AMENDMENT TO OFFICE LEASE (this “Amendment”) is made and entered into as of the Termination 8th day of November, 2012 (the “Amendment Date”), by and between COP-SPECTRUM CENTER, LLC (“Landlord”) as landlord and TC LOAN SERVICE LLC (“Tenant”), as tenant.
Appears in 2 contracts
Samples: Sublease Agreement (Elevate Credit, Inc.), Sublease Agreement (Elevate Credit, Inc.)
Termination Option. Notwithstanding anything to the contrary contained in (i) So long as no sums due hereunder remain outstanding and provided there shall not have occurred an Event of Default (as hereinafter defined) which remains uncured under this LeaseSublease, Tenant Subtenant shall have the one-time option (the “Termination Option”) right to terminate this LeaseSublease at the expiration of the forty-eighth (48th) month of the Term upon six (6) months’ prior written notice to CardConnect (i.e., effective such written notice must be received by CardConnect at least six months prior to the expiration of the 48th month of the Term), in which case Subtenant shall owe to CardConnect (in addition to all Rent (as of hereinafter defined) through the last day of the sixtieth term as so earlier ended) an early termination fee of One Hundred and Thirty Thousand and 00/100 Dollars (60th$130,000.00), which shall be due and payable at the time of giving of Subtenant’s written notice to terminate.
(ii) full calendar So long as no sums due hereunder remain outstanding and provided there shall not have occurred an Event of Default (as hereinafter defined) which remains uncured under this Sublease, Subtenant shall have the right to terminate this Sublease at the expiration of the sixty-sixth (66th) month of the Term upon six (the “Termination Date”), by providing Landlord with 6) months’ prior written notice of to CardConnect (i.e., such Termination Option election (the “Termination Notice”). Such Termination Notice shall written notice must be effective only if it is given to Landlord received by Card Connect at least nine (9) full calendar six months prior to the Termination Date expiration of the 66th month of the Term), in which case Subtenant shall owe to CardConnect (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 all Rent through the last day of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, the term as so earlier ended) an amount as a early termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Eighty-Eight Thousand Three Hundred Twenty-Five and 14/100Dollars 00/100 Dollars ($90,325.1488,000.00), 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either due and payable at the time of Subtenant’s written notice to terminate.
(iii) In the delivery event Subtenant exercises its early termination right set forth in either Sections 3(a)(i) or 3(a)(ii) above, this Sublease shall terminate on the respective termination date as though such date were the date originally set forth in this Sublease as its expiration date and the Office F&E shall remain the sole and exclusive property of CardConnect and such Office F&E, in its “As-Is, Where-Is” condition, shall remain at the Termination Notice or as of the Termination DateSubleased Premises after Subtenant vacates same.
Appears in 2 contracts
Samples: Sublease Agreement, Sublease Agreement (Nabriva Therapeutics AG)
Termination Option. Notwithstanding anything to the contrary contained in this Lease, (a) Tenant shall have the one-time option right, at its sole option, to terminate this Lease with respect to the entire Demised Premises (but not less than the entire Demised Premises) (the “Termination Option”) to terminate this Lease, effective as upon the conclusion of the last day of the sixtieth sixth (60th6th) full calendar month of the Term Lease Year (the “Termination Option Date”)) provided, by providing Landlord with written notice however, that the effectiveness of such the exercise of the Termination Option election shall be conditioned upon (i) Tenant delivering a Notice to Landlord exercising the Termination Option (the “Termination Option Notice”). Such Termination Notice shall be effective only if it is given ) not later than the conclusion of the fifth (5th) lease year and (ii) Tenant’s payment to Landlord Landlord, at least nine (9) full calendar months prior to the same time as the delivery of the Termination Date (Option Notice, of 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 Payment” (as a termination fee (collectively, the “Termination Fee”hereinafter defined) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all the unamortized Transaction portion of the Lease Costs, as hereinafter defined, incurred calculated using an eight percent (8%) interest rate, plus the amount which is equal to four (4) months of Basic Rental payable for the Demised Premises at the time of the Termination Option Date (the “Termination Payment”). For the purposes hereof, Lease Costs shall be defined as the sum of: (w) the Tenant Improvement Allowance, as hereinafter defined, or the portion thereof so utilized by Tenant, (x) the aggregate dollar value of the rental abatement granted to Tenant for the Demised Premises pursuant to Section 1(g) hereof, plus (z) the aggregate dollar amount of all commissions paid to the Brokers in connection with this Lease. Time is of the essence of delivery of the Termination Option Notice and the Termination Payment.
(b) In the event that Tenant shall give the Termination Option Notice and shall otherwise comply with the conditions of the exercise of Tenant’s right to terminate this Lease as provided hereunder, including, but not limited to, the payment of the Termination Payment, this Lease shall come to an end and incurred by Landlord for any other expansion space leased by Tenantexpire on the Termination Option Date, all amortized using an interest rate of nine percent (9%) per annum over with the ninety-one (91) month term of same force and effect as if said date were the Expiration Date set forth in 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 unless sooner terminated pursuant to any future expansion spaceother term, 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment covenant or condition of this Lease or sublease pursuant to law.
(c) Notwithstanding anything to the contrary contained herein, any exercise by Tenant, this Tenant of its Termination Option under this Section 36.1 shall thenceforth be void and of no further effect unless on the date Tenant issues the Termination Option Notice to Landlord and on the Termination Option Date: (i) this Lease is in full force and effect, (ii) no Event of Default has occurred under this Lease and remains continuing beyond any applicable notice grace or effectcure periods, (iii) Tenant has not assigned this Lease or sublet the Premises other than to a Tenant Affiliate, and (iv) Tenant has not exercised its Right of First Refusal for any First Refusal Space pursuant to Section 42 hereof (any of which conditions described in clauses (i), (ii), (iii), or (iv) above may be waived by Landlord at any time in Landlord’s sole discretion).
(d) Tenant shall indemnify and hold Landlord harmless from and against, any and all liabilities, losses, claims, reasonable costs and expenses (including reasonable attorneys’ fees and other reasonable out-of-pocket costs) incurred in connection with any real property transfer tax that will or may become, or may be asserted to be or become due, owing or imposed in connection with the Termination Option at any time by the City of Southfield or State of Michigan or any agency or instrumentality of such City of Southfield or State of Michigan, including, without limitation any penalties and interest imposed or to be imposed in connection therewith. Tenant, at Landlord’s rights under request, shall promptly prepare, execute and file such returns, affidavits and other documentation as may be required in connection with such taxes. The provisions of this Special Stipulation No. 4 Section 36.3 shall be effective only if Tenant is not in a default (regardless survive the Expiration Date or earlier termination of any notice and/or cure period) under the this Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.
Appears in 2 contracts
Samples: Lease (Covisint Corp), Lease (Covisint Corp)
Termination Option. Notwithstanding anything to Provided that, as of the contrary contained Termination Date (as defined below), Tenant is not in default (beyond any applicable notice and cure period) under the terms of this Lease, Tenant shall have the a one-time option (the “Termination Option”) to terminate this Lease, Lease effective as on the date that is eighty-five (85) months after the Commencement Date of the last day of the sixtieth (60th) full calendar month of the Term this Lease (the “Termination Date”), . Said option shall only be exercisable by providing Tenant giving Landlord with written notice of such Termination Option Tenant’s election to terminate the Lease (the “Termination Notice”). Such , which Termination Notice shall must be effective only if it is given to received by Landlord at least nine twelve (912) full calendar months prior to the Termination Date (Date, time being of 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 Deadlineessence with respect thereto. As consideration for and a condition precedent to any termination of this Landlord granting to Tenant the option to terminate the Lease pursuant as set forth herein, the Termination Notice shall be accompanied by a certified or cashier’s check made payable to the provisions order of this Special Stipulation Nothe Landlord in the amount of the Termination Payment (as defined below). 4Failure of Tenant to timely deliver the Termination Notice and/or the Termination Payment shall terminate any option or right Tenant may have hereunder. In the event Tenant delivers the Termination Notice and the Termination Payment to Landlord in a timely manner, in addition Tenant shall nonetheless be responsible to Tenant’s delivery continue to comply with all of the terms and conditions and perform all of its obligations contained in the Lease, including, but not limited to, the payment of Rent, through and including the Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectivelyDate. For the purposes hereof, the “Termination Fee”) Payment” shall mean an amount equal to the sum of the following: (i) Ninety Thousand Three Hundred Twenty-Five the unamortized portion of the cost of Landlord’s Improvements identified in EXHIBIT C attached hereto and 14/100Dollars ($90,325.14), all architectural and space planning fees incurred by Landlord with respect thereto; plus (ii) the unamortized portion of the free Base Rent for the tenth (10th) and part of the eleventh (11th) months of the Term, which totaled Fifty-Four Thousand Two Hundred Forty-Three and 20/100 Dollars ($54,243.20); plus (iii) the unamortized portion of any leasing commissions related to this Lease; plus (iv) the unamortized portion of all unamortized Transaction Costslegal fees and costs incurred with the drafting, as hereinafter definednegotiation, incurred in connection with and completion of this Lease Lease. For purposes of determining the foregoing components of the Termination Payment, Landlord shall utilize a hypothetical amortization period of one hundred twenty (120) months and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine ten percent (910%) per annum over ), with the ninetybalance as of the eighty-one fourth (9184th) month term being the unamortized portion that is due with respect to each component of this Leasethe Termination Payment. Within ninety (90) days after the Commencement Date, Landlord shall deliver to Tenant in writing and (iii) legal fees Tenant shall acknowledge in writing the actual amount of the Termination Payment based on the actual costs incurred by Landlord and based on the foregoing amortization formula. The option to terminate contained in connection with this Lease and any future amendment whereby Tenant Paragraph 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 personal to Tenant and is not transferable by any assignment or incurred by Landlordsubletting (other than to a Permitted Transferee). With respect to any future expansion space, In the Transaction Costs will be amortized over the period commencing on the effective date event of an assignment or subletting of Tenant’s lease of such expansion space through interest under 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 termination of this Lease (which damages are impossible other than to calculate more precisely) anda Permitted Transferee), in that regard, constitutes liquidated damages with respect the option to such loss. Tenant terminate contained herein shall continue to be liable for its obligations under this Lease to null and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.
Appears in 2 contracts
Samples: Lease Agreement (Connecture Inc), Lease Agreement (Connecture Inc)
Termination Option. Notwithstanding anything to Provided Tenant fully and completely satisfies each of the contrary contained conditions set forth in this LeaseSection 2.4, the Original Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, Lease effective as of the last day expiration of the sixtieth (60th) full calendar month of the Lease Term (the “Termination Date”). In order to exercise the Termination Option, by providing Tenant must fully and
(a) Tenant must give Landlord with written notice of such Termination Option election (the “Termination Notice”). Such ) of its exercise of the Termination Option, which Termination Notice shall must be effective only if it is given delivered to Landlord at least nine (9) full calendar months prior to the Termination Date Date; (b) at the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to time of 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 not be in Default under this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination expiration of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to applicable cure periods; and (c) concurrently with Tenant’s delivery of its the Termination NoticeNotice to Landlord, Tenant must have delivered shall pay to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum unamortized balance, as of the Termination Date, of (i) Ninety Thousand Three Hundred Twenty-Five the Tenant Improvement Allowance (and 14/100Dollars ($90,325.14the Additional Allowance, if applicable), plus and (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 brokerage commissions paid by Landlord in connection with this Lease. Amortization pursuant to the foregoing, shall be calculated on a one hundred twenty (120) month amortization schedule commencing as of the Lease Commencement Date based upon equal monthly payments of principal and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generallyinterest, 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 with interest imputed on the effective date outstanding principal balance at the rate of eight percent (8%) per annum. The rights contained in this Section 2.4 shall be personal to the Original Tenant, and may be exercised only by the Original Tenant (and not by any assignee, sublessee or other Transferee of Tenant’s lease of such expansion space through the expiration date of interest in this Lease). If Tenant exercises 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 termination of this Lease (which damages are impossible to calculate more precisely) andTermination Option, in that regardthen, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through on or before the Termination Date, including, without limitation, Additional Rent that accrues pursuant Tenant shall vacate and surrender the Premises to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and Landlord in the event of any assignment of condition required by this Lease or sublease by Tenant, this (as if the Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) Date were the original expiration date under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date).
Appears in 2 contracts
Samples: Office Lease (Recursion Pharmaceuticals, Inc.), Office Lease (Recursion Pharmaceuticals, Inc.)
Termination Option. Notwithstanding anything to the contrary contained in this Lease, (a) Tenant shall have the one-time option right (the each a “Termination Option”) ), at its sole option, to terminate this Lease, effective as the Lease in respect of a portion of the last day of the sixtieth (60th) full calendar month of the Term Premises (the “Terminated Premises”) (it being understood and agreed that for purposes of this Article 10, the term Premises shall be deemed to include the Original Premises and all of the Additional Premises, irrespective of whether the applicable Additional Premises Commencement Date has occurred with respect thereto) consisting of up to two entire floors of the Premises (other than the 64th Floor Premises, the 48th Floor Premises and the 49th Floor Premises) located in the 30 Building and/or the 600 Building, provided that if such floors are located in the same building, such floors shall be contiguous to each other (but only to the extent that there are any such contiguous floors of the Premises in such building), which termination shall be effective upon July 1, 2011 in the case of any Terminated Premises located in the 600 Building and upon May 31, 2012 in the case of any Terminated Premises located in the 30 Building (each such date, a “Termination Option Date”), by providing delivering an irrevocable notice or notices (each a “Termination Option Notice”) to Landlord with written notice on or prior to July 1, 2011 terminating the Lease in respect of the Terminated Premises (time being of the essence in respect of such notices), which applicable 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 designate the Terminated Premises in question. Upon the Termination Date Option Date, the fixed rent, Landlord’s Extension Contribution and Tenant’s Area shall be appropriately reduced to reflect the termination of the Lease in respect of the Terminated Premises (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to and 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 obligation to perform any Extension Work or option to terminate this Lease pursuant to this Special Stipulation NoExpansion Extension Work, as applicable, in the Terminated Premises). 4 at any time after In the event that Tenant shall give the Termination Option Notice Deadline. As a condition precedent to any termination and shall otherwise comply with the conditions 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 exercise of Tenant’s lease right to terminate the Lease in respect of such expansion space through any Terminated Premises, as provided hereunder, 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 Lease in connection with such early termination is not a penalty but a reasonable pre-estimate respect of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible Terminated Premises shall come to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to an end and through expire on the Termination Option Date, includingwith the same force and effect as if said date were the Extended Expiration Date set forth in this Amendment, without limitation, Additional Rent that accrues unless sooner terminated pursuant to any other term, covenant or condition of the Lease or pursuant to law; provided, however, the terms and conditions of this the Original Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenantextent applicable, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default deemed applicable to the Terminated Premises without giving affect to this Amendment (regardless of any notice and/or cure period) under and the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Datemodifications contemplated hereunder).
Appears in 2 contracts
Samples: Lease (Lazard LTD), Lease (Lazard Group LLC)
Termination Option. Notwithstanding anything Provided: (i) no Event of Default; (ii) this Lease is in full force and effect; (iv) Tenant is the originally named Tenant or a Permitted Transferee Tenant has the right to terminate this Lease effective at 11:59 p.m. on the contrary contained Termination Date, in this Lease, Tenant shall have accordance with and subject to each of the one-time option following terms and conditions (the “Termination Option”) to terminate this Lease, effective as of ). The “Termination Date” means the last day of the sixtieth (60th) 60th full calendar month of after the Term (Fixed Rent Start Date. If Tenant desires to exercise the “Termination Date”)Option, by providing Tenant must give to Landlord with irrevocable written notice of such Tenant’s exercise of the Termination Option election (the “Termination Notice”), together with 50% of the Termination Payment (as defined below). Such The Termination Notice shall and 50% of the Termination Payment must be effective only if it received by Landlord no later than the date that is given to Landlord at least nine (9) full calendar 12 months prior to the Termination Date (Date, and the “balance of the Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Payment must be received by Landlord no later than 15 days prior to the Termination Notice DeadlineDate, this failing which the Termination Option shall expire and be of no further force or effect, and is deemed waived (provided Landlord reserves the right to waive in writing the requirement that Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after fully and/or timely pay the Termination Notice DeadlinePayment). 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 The “Termination Fee”) equal to Payment” means the sum of the unamortized (i) Ninety Thousand Three Hundred Twentyamortized on a straight-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection line basis with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9at 8%) per annum over amount as of the ninety-one (91) month term Termination Date of this Lease, and (iii) legal fees incurred by Landlord the following 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 to this Lease: (i) brokerage commissions and attorneys’ fees paid by Landlord; (ii) rent concessions; and cash allowances or similar costs and expenses provided to Tenant or (iii) total cost incurred by LandlordLandlord for improvements to the Premises, including without limitation the Leasehold Improvements (as defined in Exhibit C), plus any and all allowances to Tenant, including without limitation the Improvement Allowance (as defined in Exhibit C). With respect Tenant’s payment of the Termination Payment is a condition precedent to any future expansion space, the Transaction Costs will be amortized over the period commencing termination of this Lease on the effective date of Tenant’s lease of Termination Date, and such expansion space through obligation survives the expiration date of Tenant’s lease of such expansion spaceExpiration Date. It is hereby acknowledged Tenant acknowledges and agrees that any such amount required to be paid by Tenant in connection with such early termination the Termination Payment is not a penalty but a and is fair and reasonable pre-estimate compensation to Landlord for the loss of expected rentals from Tenant. The Termination Payment is payable only by wire transfer or cashier’s check. Time is of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages essence with respect to such lossthe dates and deadlines set forth herein. As of the date Tenant shall continue delivers the Termination Notice, any and all unexercised rights or options of Tenant to be liable for its obligations under extend the Term or expand the Premises (whether expansion options, rights of first refusal, rights of first offer, or otherwise), and any and all outstanding tenant improvement allowance not properly claimed by Tenant in accordance with this Lease shall immediately terminate and are automatically, without further action required by any party, null and void and of no force or effect. If Tenant timely and properly exercises the Termination Option in accordance with this paragraph, this Lease and the Term shall come to an end on the Termination Date with the same force and through effect as if the Term were fixed to expire on such date, the Expiration Date shall be the Termination Date, including, without limitation, Additional Rent that accrues pursuant to and the terms and provisions of this Lease, with all of such obligations surviving the early termination of this LeaseSection 18 shall apply. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Upon Tenant’s rights under this Special Stipulation No. 4 request after the Commencement Date, Landlord shall be effective only if notify Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery its calculation of the Termination Notice or as of the Termination DatePayment.
Appears in 2 contracts
Samples: Lease (Passage BIO, Inc.), Lease (Passage BIO, Inc.)
Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time option to terminate this Lease (the “Termination Option”) to terminate this Lease, effective as of the last day of date that is thirty-six (36) months after the sixtieth (60th) full calendar month of the actual Term Commencement Date (the “Termination Date”), ) by providing Landlord with no less than nine (9) months’ prior written notice of such Termination Option election (the “Termination Notice”). Such Simultaneously with delivery of the Termination Notice Notice, Tenant shall deliver to Landlord the Termination Fee (as defined below) as consideration for and a condition precedent to such early termination. The “Termination Fee” means an amount equal to the unamortized amounts (as of the Termination Date) of (a) the Tenant Improvement Costs (as defined below) and (b) any brokers’ commission payable in connection with this Lease, which amounts shall be effective only if it is given calculated by amortizing the same on a straight-line basis commencing on the actual Term Commencement Date and ending on the Term Expiration Date. The Termination Fee will be calculated and confirmed by the parties in the Acknowledgement (as defined below). If Tenant fails to timely deliver 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 Deadlineor the Termination Fee, this then the Termination Option shall expire automatically terminate and be of no further force or effect, and . If Tenant shall have no right or option timely delivers to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after Landlord the Termination Notice Deadlineand the Termination Fee, then Tenant shall surrender the Premises to Landlord on or before the Termination Date in accordance with all of the terms and conditions of this Lease. As a condition precedent to any termination If Tenant does not so surrender the Premises in accordance with all of the terms and conditions 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 on 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through before the Termination Date, includingthen Tenant, without limitation, Additional Rent that accrues pursuant to Article 27, shall become a tenant at sufferance until the actual date (the “Surrender Date”) that Tenant surrenders the Premises to Landlord in accordance with the terms of this Lease, with all of such obligations surviving the early termination and conditions of this Lease. The rights granted If Tenant timely delivers to Tenant under Landlord the Termination Notice and the Termination Fee, then this Special Stipulation No. 4 are personal to Lease shall terminate on the named Tenantlater of (a) the Termination Date and (b) the Surrender Date, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth thereafter be void and of no further force or effect, except for those provisions that, by their express terms, survive the expiration or earlier termination of this Lease. Tenant’s rights under Notwithstanding anything in this Special Stipulation No. 4 Section to the contrary, Tenant shall not be effective only if permitted to exercise the Termination Option during such period of time that Tenant is not in a default (regardless under any provision of any notice and/or cure period) under the this Lease, either at the time of the delivery . Any attempted exercise of the Termination Notice Option during a period of time in which Tenant is so in default shall be void and of no force or effect. The Termination Option is personal to AdHarmonics, Inc. and may not be exercised by any assignee, sublessee or transferee of this Lease, except by a Tenant Affiliate (as defined below) subsequent to an Exempt Transfer (as defined below) with such Tenant Affiliate or by an assignee of this Lease subsequent to an assignment in accordance with all of the Termination Dateterms and conditions of Article 29 below.
Appears in 2 contracts
Termination Option. Notwithstanding anything Anything contained in Section 16.01 to the contrary contained notwithstanding, if (i) the Building or the Unit shall be so damaged by Casualty (i.e. for this purpose, damage which costs more than 50% of the full insurable value of the Building or the Unit to repair or requires more than 15 months to restore) that, in Landlord’s reasonable opinion, substantial alteration, demolition, or reconstruction of the Building or the Unit shall be required (whether or not the Premises shall have been damaged or rendered unusable for general office use), then Landlord, at Landlord’s option, not later than 90 days following the damage, give Tenant a notice in writing terminating this Lease, Tenant provided that Landlord may not terminate this Lease unless it shall have elect to terminate leases (including this Lease) affecting at least 75% of the one-time option remaining office space in the Unit (the “Termination Option”) expressly excluding from such computation any retail space and any rentable area occupied by Landlord or its Affiliates). If Landlord elects to terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term (shall expire upon a date set by Landlord, but not sooner than the “Termination Date”), by providing Landlord with written 30th day after such 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”); accordinglyTenant or, if the Premises shall not be substantially damaged and rendered substantially unusable for general, executive and administrative office use and the same are usable for general office use, 6 months following the date on which such notice is given or such shorter period as specified by Tenant has not given its Termination Notice in a notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effectLandlord, and Tenant shall have no right or option vacate the Premises and surrender the same to terminate this Lease pursuant to this Special Stipulation NoLandlord in accordance with the provisions of Article 24 hereof. 4 at any time after Upon the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to under the provisions of conditions provided for in this Special Stipulation No. 4Section 16.02, in addition to Tenant’s delivery of its Termination Noticeliability for Base Rent, 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 Additional Rent 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations charges under this Lease to shall cease and through the Termination Date, including, without limitationany prepaid portion of Base Rent, Additional Rent that accrues pursuant to the terms of this Lease, with and all of such obligations surviving the early termination of this Lease. The rights granted to Tenant other charges under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of Lease for any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 period after such date shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Daterefunded by Landlord to Tenant.
Appears in 2 contracts
Samples: Office Lease Agreement (Pubmatic, Inc.), Office Lease Agreement (Pubmatic, Inc.)
Termination Option. Notwithstanding anything to the contrary contained in this Lease, (a) Tenant shall have the one-time option to terminate this Lease with respect to the entire Premises (the “Termination Option”) to terminate this Lease), which termination shall be effective as of the last day of the sixtieth (60th) full calendar month of the Term on February 1, 2019 (the “Termination Date”), by providing Landlord with written notice of such Termination Option election thereof (the “Termination Option Notice”). Such Termination Notice shall be effective only if it ) on or prior to the date which is given to Landlord at least nine twelve (912) full calendar months prior to the Termination Date. If Tenant timely delivers the Termination Option Notice, then, on or before the date which is ten (10) business days after the date the Termination Option Notice is delivered to Landlord, Tenant shall deliver to Landlord the Termination Fee (as defined below) as consideration for and a condition precedent to such early termination. The “Termination Fee” equals the unamortized amounts (as of the Termination Date) of (i) the broker commissions paid in connection with this Lease, which amounts shall be calculated by using an amortization table with an interest rate of eight percent (8%) commencing on the latest date a brokerage commission is actually paid in connection with this Lease and ending on the Term Expiration Date, plus (ii) the Extension Allowance paid by Landlord in connection with the Extension Improvements, which amounts shall be calculated by using an amortization table with an interest rate of eight percent (8%) commencing on the latest date the Extension Allowance is actually paid hereunder and ending on the Term Expiration Date.
(b) If Tenant executes a lease with Landlord or an affiliate of Landlord after the Execution Date of this Amendment for premises containing more rentable square feet than the premises under this Lease in the Rockville/Gaithersburg, Maryland submarket (the “Termination Notice DeadlineExpansion Lease”); accordingly, if then Tenant has not given its shall have the option to terminate this Lease with respect to the entire Premises (an “Expansion Termination Option”) in connection with which (i) the Termination Date shall be the term commencement date under the Expansion Lease, (ii) the Termination Option Notice must be delivered to Landlord on or prior to the date which is six months (6) months prior to the Termination Notice DeadlineDate, this and (iii) the Termination Fee shall be Zero Dollars. For clarity, Tenant shall not have an Expansion Termination Option in the case where Landlord or an affiliate of Landlord acquires a building after the Execution Date in which Tenant is then leasing space containing more rentable square feet than the premises under this Lease.
(c) If Tenant fails to timely deliver to Landlord the Termination Option Notice or the Termination Fee, then the Termination Option or Expansion Termination Option, as applicable, shall expire automatically terminate and be of no further force or effect. If Tenant timely delivers to Landlord the Termination Option Notice and the Termination Fee, and then Tenant shall have no right surrender the Premises to Landlord on or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after before the Termination Notice Deadline. As a condition precedent to any termination Date in accordance with all of the terms and conditions of this Lease and if Tenant does not so surrender the Premises, then Tenant, pursuant to Article 23 of the provisions of this Special Stipulation No. 4Lease, in addition to Tenant’s delivery of its Termination Notice, shall become a tenant at sufferance until the actual date that Tenant must have delivered surrenders the Premises to Landlord in accordance 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination and conditions of this Lease. The rights granted If Tenant timely delivers to Tenant under this Special Stipulation No. 4 are personal to Landlord the named TenantTermination Option Notice and the Termination Fee, and in the event of any assignment of then this Lease or sublease by Tenant, this shall terminate on the Termination Option Date and shall thenceforth thereafter be void and of no further force or effect, except for those provisions that, by their express terms, survive the expiration or earlier termination thereof. Tenant’s rights under Notwithstanding anything in this Special Stipulation No. 4 Section to the contrary, Tenant shall not be effective only if permitted to exercise the Termination Option or Expansion Termination Option, as applicable, during any period of time during which Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time Lease (so long as Tenant has received prior written notice of the delivery such default). Any attempted exercise of the Termination Notice Option during a period of time in which Tenant is in default shall be void and of no force or effect. The Termination Option and or Expansion Termination Option, as applicable, are each personal to Novavax, Inc., and may not be exercised by any assignee, sublessee or transferee of this Lease, unless Landlord expressly agrees that the Termination DateOption or Expansion Termination Option, as applicable, may be transferred to any such assignee, sublessee or transferee, which agreement Landlord may grant or withhold in its sole discretion.
Appears in 1 contract
Samples: Lease (Novavax Inc)
Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the a one-time option right to terminate this Lease effective any time after August 31, 2015 (the “Termination Option”), subject to the following terms and conditions:
(a) to terminate this Tenant shall not be in default of any of the terms of the Lease, effective as amended hereby, beyond any applicable notice and cure periods as of the last day date of Tenant’s exercise of the sixtieth Termination Option or the date upon which the termination is to be effective; and
(60thb) full calendar month of the Term (the “Termination Date”), by providing Tenant shall provide to Landlord with written notice of such its intent to exercise the Termination Option election no less than nine (9) months prior to the effective date of termination (“Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine ; and
(9c) 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 pay a termination fee equal to one month’s Base Rent and Additional Rent (as of the month of the effective date of termination), plus any unamortized Allowance and Additional Allowance (if applicable) and leasing commissions paid by Landlord in connection with this Third Amendment (collectively, the “Termination Fee”) ). The Allowance, Additional Allowance and leasing commissions shall be amortized on a straight-line basis over the Extension Term at a rate of interest 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 eight percent (98%) per annum over annum. Landlord shall notify Tenant in writing of the ninety-one total amount of the Termination Fee within fifteen (9115) month term days of this its receipt of the Termination Notice, and Tenant shall pay such fee within (30) days of its receipt of Landlord’s notice thereof; and
(d) Tenant shall continue to pay the rent due and payable under the 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 generallyas amended hereby, 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenanttermination, and the foregoing Termination Fee is in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Dateaddition thereto.
Appears in 1 contract
Samples: Lease (Solta Medical Inc)
Termination Option. Notwithstanding anything A. Provided no Event of Default exists on the date of delivery of the Early Termination Notice or on the Early Termination Date (each as defined below), at the option of Tenant, and subject to the contrary contained in this Leaserestrictions hereafter, Tenant may elect to terminate this Lease as of the eighth (8th) anniversary of the Commencement Date (the “Early Termination Date”). Tenant may exercise such right by delivering to Landlord, not later than twelve (12) months prior to the Early Termination Date, written notice of Tenant’s election to terminate the Lease (an “Early Termination Notice”) as of the Early Termination Date. Tenant shall have the one-time option pay to Landlord a termination payment (the “Termination OptionPayment”) to terminate this in the amount of $1,300,794.63, representing Landlord Contribution, brokerage commissions and rent abatement, each amortized on a straight line basis over the initial term of the Lease, effective at an annual interest rate of eight percent (8%). One half of the Termination Payment shall be due concurrently with the delivery of the Early Termination Notice, and the other half shall be due on the Early Termination Date.
B. If Tenant gives the Early Termination Notice and the required Termination Payment as provided herein, this Lease shall terminate as of the last day of the sixtieth (60th) full calendar month of the Term (the “Early Termination Date”). If Tenant does not give the Early Termination Notice and make the required Termination Payment as provided herein, by providing Landlord with written notice of such Termination Option at Landlord’s election (the “Termination Notice”)Lease shall continue in full force and effect. Such Termination Notice Payment shall be effective only if it is given deemed earned by Landlord upon receipt of Tenant’s Early Termination Notice. After giving the Early Termination Notice, Tenant shall continue to Landlord at least nine (9) full calendar months pay all Rent under the Lease for periods prior to the Early 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. 4Date, in addition to Tenant’s delivery of its such Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, Payment. After 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Early Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted Lease intended to Tenant under this Special Stipulation No. 4 are personal to survive the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time end of the delivery of the Termination Notice or as of the Termination DateTerm shall continue in full force and effect.
Appears in 1 contract
Samples: Office Lease (Vivid Seats Inc.)
Termination Option. Notwithstanding anything to (a) Provided that an Event of Default does not exist as of the contrary contained in this Leasedate of the Termination Notice (defined below), then Tenant shall have the one-time option (the “Termination Option”) right to terminate this Leasethe Lease with regard to the entire Premises, effective as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”)set forth below, by providing Landlord with upon prior written notice of such Termination Option election to Landlord (the “Termination Notice”). Such The Termination Notice shall be effective only delivered to Landlord, if it is given at all, no later than February 28, 2030. If Tenant timely delivers the Termination Notice and timely makes payment to Landlord at least nine of the Termination Fee (9) full calendar months prior defined below), then the Term of the Lease shall terminate with respect to the Termination Date entire Premises on February 28, 2031 (the “Termination Notice DeadlineDate”); accordingly, if Tenant has not given its .
(b) Within thirty (30) days after Xxxxxxxx’s receipt of Termination Notice from Tenant, Landlord shall calculate a termination fee (the “Termination Fee”) in the amount of the sum of (i) the unamortized amount of the brokerage commissions and attorneys’ fees paid by Landlord related to this Amendment, (ii) the unamortized amount of the Tenant Improvement Allowance, (iii) one (1) month of Base Annual Rent and NNN Expenses at the then-current rates, and (iv) an amount equal to all abated Base Annual Rent and NNN Expenses which otherwise would have accrued during the Abatement Period. The amounts described in clauses (i) and (ii) above shall be amortized on a straight-line basis over a period beginning on the Extension Rent Commencement Date and ending on the Expiration Date, at an assumed interest rate of eight percent (8%) per annum. Tenant shall pay the Termination Fee to Landlord prior in two equal installments. The first installment shall be payable to Landlord within thirty (30) days after Xxxxxx’s receipt of the Landlord’s calculation of the Termination Fee; the second installment shall be payable to Landlord no later than the Termination Date.
(c) The Termination Option as defined and set forth in the Schedule to the Termination Notice Deadline, this Original Lease and the Termination Option as defined and set forth in Section 1 of the Second Amendment are hereby deleted and 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.
Appears in 1 contract
Samples: Lease (Enova International, Inc.)
Termination Option. Notwithstanding anything (a) Subject to the contrary contained in terms and provisions of this LeaseSection 6, Tenant shall have and is hereby granted the one-time option (the “Termination Option”) to terminate this the Lease, effective which termination, at Tenant’s election, shall apply to (i) the Premises in their entirety or (ii) only one (1) full floor of the Premises (which floor shall be selected by Tenant, provided that the floor chosen by Tenant must be either the highest or lowest floor of the Premises then-leased by Tenant in the Building), as of the last day of the sixtieth (60th) full calendar month of the Term July 31, 2025 (the “Early Termination Date”), which Termination Option shall be exercised by providing Landlord with Tenant, if at all, as follows:
(i) Tenant shall deliver binding written notice to Landlord of Tenant’s exercise of such Termination Option election (“Tenant’s Termination Notice”) no later than July 31, 2024 (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 DeadlineOption Exercise Date”); accordingly, if and
(ii) Tenant has not given its Termination Notice shall pay 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 then-unamortized costs and expenses 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 the Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, amendments (including the addition of any tenant improvement allowance, turnkey construction costs, Offer Space) including the leasing commissions, free rent Abated Rent, the Improvement Allowance, the Planning Allowance and cash allowances three (3) months’ worth of Base Rent, Operating Cost Share Rent and Tax Share Rent as of the date the Tenant’s Termination Notice is given. For purposes of calculating the Termination Fee, the leasing commissions, Abated Rent, the Improvement Allowance and the Planning Allowance shall be amortized on a straight-line ten (10) year (or similar costs and expenses provided to Tenant or incurred by Landlord. With shorter period with respect to any future expansion spaceOffer Space, as applicable) basis at eight percent (8%) per year. The calculation of the Termination Fee is more particularly described in Exhibit “B” attached hereto and incorporated herein. The entirety of the Termination Fee shall be due and payable with Tenant’s Termination Notice.
(b) Except in connection with a transfer to a Permitted Transferee, the Transaction Costs will Termination Option is personal to Tenant and may not be amortized over exercised by or for the period commencing on the effective date benefit of, nor shall such Termination Option extend to, any assignee, subtenant or any other party. It shall be a condition of Tenant’s lease of such expansion space through right to exercise the expiration date of Tenant’s lease of such expansion space. It Termination Option that no default is hereby acknowledged that then-continuing under 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 terms, covenants, or conditions of the Lease as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, Option Exercise Date or the Early Termination Date (including, without limitation, Additional Rent that accrues pursuant the timely submission of the Termination Fee as aforesaid) beyond any applicable notice and cure period. If Tenant fails to timely pay the terms of this LeaseTermination Fee, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of have no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination DateSection 6.
Appears in 1 contract
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, the Lease effective as of the last day of the sixtieth seventy-second (60th72nd) full calendar month of the Term (the “Termination Date”), by providing ) upon the following terms and provisions:
A. Tenant gives Landlord with written notice of such Termination Option election (the “Termination Notice”). Such ) of Tenant’s exercise of the Termination Option, provided, however, the Termination Notice shall not be effective only if it is given to unless (i) received by 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 effectDate, 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 (ii) a termination fee in the amount of [***] Dollars (collectively, the $[***]) (“Termination Fee”) equal is wire transferred to Landlord on or before 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 Termination Notice is given to Landlord. The Termination Fee shall be earned by Landlord for upon receipt and shall not be refundable under any other expansion space leased by Tenantcircumstances.
B. No default in the payment of Rent and no material Event of Default has occurred and is continuing, 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 either on the effective date of Tenant’s lease of such expansion space through Tenant delivers the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that Termination Notice or at any such amount required time prior 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date.
C. Tenant has not exercised the Expansion Option.
D. Tenant shall remain obligated to perform each and every term, covenant, condition and agreement to be performed by Tenant under this Lease, including, without limitation, Additional the obligation of the Tenant to pay all Rent that accrues pursuant to and other payments which are the terms obligation of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of through and including the Termination Date.
E. The Termination Option herein granted shall automatically terminate upon the earliest to occur of (i) the expiration or termination of the Lease, (ii) the termination of Tenant’s right to possession of the Premises, (iii) any assignment or subletting by Tenant other than a Permitted Transfer, (iv) the exercise of the Expansion Option, or (v) the failure of Tenant to timely or properly exercise the Termination Option.
Appears in 1 contract
Samples: Lease (5.11 Abr Corp.)
Termination Option. Notwithstanding anything (a) Subject to the contrary contained in terms of this LeaseArticle 12, the Tenant shall have the a one-time right, at its sole option (the “Termination Option”) ), to terminate this LeaseLease at any time during the Term in respect of a portion of the Leased Premises satisfying the Surrendered Premises Requirements (as defined below) (the “Surrendered Premises”), effective as of the last day of the sixtieth (60th) full calendar 84th month of after the Term Rent Commencement Date (the “Termination Option Date”), ) by providing Landlord with written delivery of an irrevocable notice of such Termination Option election (the “Termination Option Notice”). Such Termination Notice ) identifying the Surrendered Premises, which notice shall be effective only if it is given delivered to Landlord at least no later than nine (9) full calendar months prior to the Termination Date Option Date, provided, however, that the effectiveness of the exercise of the Termination Option shall be conditioned upon Tenant’s timely payment of the 50% of the Termination Payment (as defined below). Promptly following Landlord's receipt of the Termination Option Notice, Landlord shall deliver to Tenant a statement specifying the Termination Payment. The Leased Premises less the Surrendered Premises are hereinafter referred to as the “Retained Premises.” Tenant shall pay to Landlord 50% of the Termination Payment within 30 days following Tenant's receipt of such statement and the remainder of the Termination Payment prior to or on the Termination Option Date. “Termination Payment” shall mean, subject to this Section 12.1(a), (i) with respect to any portion of the Surrendered Premises that is part of the Initial Premises, an amount equal to product of (1) the sum of the then unamortized (A) Construction Allowance and the Test Fit Allowance, (B) cost value of any gross free rent provided to Tenant hereunder, and (C) brokerage commissions paid by Landlord in connection with this Lease (which amounts shall be amortized on a straight line basis over the Term of this Lease with interest thereon at 7% per annum compounding monthly) and (2) the resulting quotient from dividing (x) the number of square feet of Net Rentable Area of such portion of the Surrendered Premises that is a part of the Initial Premises by (y) number of square feet of Net Rentable Area of the Initial Premises and (ii) with respect to any portion of the Surrendered Premises that is not part of the Initial Premises, an amount equal to product of (1) the sum of the then unamortized concessions provided to Tenant in connection with leasing the entire premises of which such portion of the Surrendered Premises is a part (the “Termination Notice DeadlineEntire Applicable Premises”); accordingly) (the concessions will only be the tenant improvement allowance, if Tenant has not given its Termination Notice free rent, and brokerage commission and the cost of any work performed by Landlord to Landlord prior prepare the applicable Entire Applicable Premises for Tenant’s initial occupancy thereof) (which amounts shall be amortized on a straight line basis over the term of the lease with respect to the applicable Entire Applicable Premises with interest thereon at 7% per annum compounding monthly) and (2) the resulting quotient from dividing (x) the number of square feet of Net Rentable Area of such portion of the Surrendered Premises that is a part of the applicable Entire Applicable Premises by (y) number of square feet of Net Rentable Area of the applicable Entire Applicable Premises. In the event that Tenant fails to timely pay any portion of the Termination Notice DeadlinePayment, this Termination Option shall expire and be of no further force or effect, and Tenant shall no longer have no any right or option to terminate this Lease pursuant to this Special Stipulation NoSection 12.1(a). 4 at any Notwithstanding the foregoing, in the event the Net Rentable Area of the Surrendered Premises exceeds 20% of Net Rentable Area of the Leased Premises leased by Tenant as of the time after of the Termination Option Notice Deadline. As a condition precedent to any termination pursuant to, and in accordance with, the terms of this Lease pursuant Section 12.1(a), the Termination Payment shall be increased by an amount equal to four (4) monthly installments of the then Base Rental and Tenant’s Additional Rental. Notwithstanding anything herein to the provisions of this Special Stipulation No. 4contrary, in addition to Tenant’s delivery of its Termination Notice, Tenant the Surrendered Premises must have delivered to Landlord comply with its Termination Notice, an amount as a termination fee the following requirements (collectively, the “Termination FeeSurrendered Premises Requirements”) 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.):
Appears in 1 contract
Termination Option. Notwithstanding anything to the contrary contained Provided that Tenant is not in this LeaseMaterial Monetary Default, Tenant shall have the one-time option right to terminate the Lease (the “Early Termination Option”) to terminate this Lease, effective as of the last day eighty-fourth (84th) month following the end of the sixtieth Tenant’s rent abatement period for Expansion Premises A (60th) full calendar month of the Term (the “Early Termination Date”), ) by providing Landlord with at least fifteen (15) months, but no more than eighteen (18) months, prior written notice of such Termination Option election (the “Early 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 , along with payment of a “Termination Notice Deadline”); accordingly, Fee” as follows:
(a) Termination fee if Tenant Landlord has not given its Termination Notice to made the Remaining Base Rent Reduction Payment. If Landlord prior to has not made the Termination Notice Deadline, this Termination Option shall expire and be Remaining Base Rent Reduction Payment as 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 date of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Early Termination Notice, Tenant must have delivered the Termination Fee shall be equal to $2,660,688.22.
(b) Termination fee if Landlord with its has made the Remaining Base Rent Reduction Payment. If Landlord has made the Remaining Base Rent Reduction Payment as of the date of the Early Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) Fee shall be equal to the sum of (iA) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14)2,660,688.22, plus (iiB) all the 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 Remaining Base Rent Reduction Payment made by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized on a straight-line basis over the period commencing on the effective date that Landlord made the Remaining Base Rent Reduction Payment to Tenant and ending on the Early Termination Date at an interest rate of eight percent (8%) per annum. If Tenant intends to exercise the Early Termination Option, Tenant shall notify Landlord in writing and Landlord and Tenant shall work together in good faith to document the Early Termination Fee by completing and signing the certificate attached hereto as Exhibit D. Tenant shall pay fifty percent (50%) of the Termination Fee at the time that Tenant provides the Early Termination Notice and fifty percent (50%) of the Termination Fee on or before the Early Termination Date. Tenant agrees that time is of the essence with respect to Tenant’s payment of the Termination Fee and the giving of the Early Termination Notice and that the foregoing termination right is personal to the Tenant and is non-transferable to any other party other than a Permitted Transferee. If Tenant fails to deliver the Early Termination Notice to Landlord or pay the Termination Fee within the time periods prescribed by this Section, then Tenant shall be deemed to have irrevocably waived the termination option and the termination option shall be null and void. If Tenant does not exercise the Early Termination Option pursuant to this Section, the Monthly Base Rent and Additional Rent for the entire Premises shall xxxxx for the 73rd through 76th full calendar months following the end of Tenant’s lease of such expansion space through rent abatement period for Expansion Premises A. If Tenant timely exercises 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 Early Termination Option and timely pays the damages which would be incurred by Landlord as a result of such early termination of this Termination Fee, the Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through terminate on the Early Termination Date, includingand neither party shall have any rights, without limitationliabilities or obligations under the Lease for the period accruing after the Early Termination Date, Additional Rent that accrues pursuant except for Tenant’s obligation to surrender the Premises in accordance with the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at and those liabilities of Landlord or Tenant which, by the time provisions of the delivery Lease, expressly survive the termination of the Termination Notice or as Term of the Termination DateLease.
Appears in 1 contract
Samples: Lease (GrubHub Inc.)
Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time an option (the “"Termination ------------------ Option”") to terminate this Lease, Lease with respect to the entire Premises effective as of the last day of the sixtieth (60th) full calendar month of the Term seventh Lease Year (the “"Termination Date”"), by providing . The Termination Option is granted subject to the following terms and conditions:
(1) Tenant gives Landlord with written notice of such Tenant's election to exercise the Termination Option election not later than 18 months prior to the Termination Date;
(2) Tenant is not in Default under this Lease, either on the date that Tenant exercises the Termination Option on the Termination Date; and
(3) Tenant pays to Landlord a cash lease termination fee (the “"Termination Notice”). Such Fee") in an amount equal to the sum of:
(i) the product of $28.75 multiplied by the rentable area of the initial Premises, plus
(ii) the unamortized amount as of the Termination Notice Date of the sum of the following costs relating to all space leased by Tenant other than the initial Premises (e.g., the Expansion Space, the ROFR Space and the XXXX Space):
(a) all brokerage commissions paid or incurred by Landlord, plus
(b) all rent abatements, cash allowances and other economic concessions (not including the costs of constructing the base Building or the costs of the Generator or the Cafeteria) provided by Landlord to Tenant, plus
(c) the costs of all tenant improvement work (and all architectural fees associated therewith) paid or incurred by Landlord, which costs shall be effective only if it is given amortized, with interest at 9.5% per annum, on a straight-line basis over the initial lease term of such space, plus
(iii) the unamortized amount as of the Termination Date of all costs to Landlord be borne by Tenant as Parking Deck Rent pursuant to Section 26C relating to the construction of the parking deck or the addition to an existing parking deck, which costs shall be amortized, with interest at least nine 9.5% per annum, on a straight-line basis over the period commencing on the date such costs are disbursed and expiring on the scheduled Expiration Date (9absent the exercise of the Termination Option), plus
(iv) full calendar the entire unpaid principal balance of the Additional Allowance and all accrued and unpaid interest thereon. One-half of the Termination Fee shall be due and payable not later than three months prior to the Termination Date (and 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery balance of the Termination Notice Fee shall be payable on or as of before the Termination Date.
Appears in 1 contract
Samples: Lease Agreement (Wells Real Estate Investment Trust Inc)
Termination Option. Notwithstanding anything to the contrary contained in this the Amended Lease, Tenant shall have the one-time option right to terminate the Amended Lease (except for those terms that, by their express provisions, survive the expiration or earlier termination thereof), but only with respect to the Additional Vivarium Premises, by providing written notice (the “Additional Vivarium Termination OptionNotice”) to terminate this Lease, effective as of the last day of the sixtieth Landlord at least sixty (60th60) full calendar month of the Term days prior to Tenant’s desired termination date (the “Additional Vivarium Termination Date”), by providing Landlord with written notice of such which Additional Vivarium Termination Option election (Date shall be set forth in the “Additional Vivarium Termination Notice”). Such Subject to (a) Landlord’s timely receipt of the Additional Vivarium Termination Notice shall be effective only if it is given to Landlord at least nine and (9b) full calendar months prior Tenant surrendering the Additional Vivarium Premises in the condition required under the Amended Lease, then, as of the Additional Vivarium Termination Date, the Amended Lease with respect 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 Additional Vivarium Premises shall expire terminate and be of no further force or effect, and Landlord and Tenant shall have no be relieved of their respective obligations under the Amended Lease with respect to the Additional Vivarium Premises from and after the Additional Vivarium Termination Date, except with respect to those obligations set forth in the Amended Lease that expressly survive the expiration or earlier termination thereof, including payment by Tenant of all amounts owed by Tenant pursuant to the Amended Lease with respect to the Additional Vivarium Premises for the period up to and including the Additional Vivarium Termination Date. The termination right or option granted to terminate this Lease Tenant 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 Section shall automatically terminate 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. effect in the event that (y) Tenant assigns, subleases or otherwise Transfers the Additional Vivarium Premises or any portion thereof to other entities or persons, other than in connection with an Exempt Transfer (or in connection with any sublease approved by Landlord pursuant to Article 29 of the Original Lease), or (z) Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time right to possession of the delivery Additional Vivarium Premises has previously been terminated. The termination right granted to Tenant pursuant to this Section is personal to Tenant and any Permitted Transferees, and may not be exercised by any other assignee, sublessee or transferee of Tenant’s or a Permitted Transferee’s interest in the Termination Notice or as of the Termination DateAmended Lease.
Appears in 1 contract
Samples: Lease (Omeros Corp)
Termination Option. Notwithstanding anything to the contrary contained in this the Lease, as amended herein, Tenant shall have the one-time option (the “Termination Option”) to terminate this the Lease, as amended herein, effective as of the last day of the sixtieth (60th) full calendar month of the Sixth Extension 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 on or before the last day of the fifty-first (951st) full calendar months prior to month of the Termination Date Sixth Extension Term (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 Paragraph 10 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. 4Paragraph 10, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, 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 (911) month term months of this Lease, Base Rent 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to would have been in effect during the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.month
Appears in 1 contract
Samples: Office Lease (Alimera Sciences Inc)
Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the a one-time option (the “Termination Option”) right to terminate this Lease, the Lease effective as of the last day of the sixtieth (60th) full calendar month of the Term 11:59 p.m. on October 31, 2015 (the “Termination Date”), by providing Landlord with written notice of such Termination Option Tenant’s 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 Noon or before November 1, 2014 (the “Notice Date”). 4 at any time after If Tenant gives 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 Noticenotice, Tenant must have delivered to Landlord with its Termination Notice, an amount as pay a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five $733,101.00, representing the unamortized balance of the Tenant Allowance, brokerage commissions and 14/100Dollars Landlord’s attorney’s fees ($90,325.14)amortized on a straight line basis at an annual rate of 10%) incurred by Landlord with respect to this Amendment, plus and (ii) three months of Minimum Annual Rent and estimated Operating Expense payments (all unamortized Transaction Costs, as hereinafter defined, incurred calculated at the rate that would have been in connection with this Lease and incurred by Landlord effect for any other expansion space leased by Tenant, all amortized using an interest rate the three months following the Termination Date). The transaction cost component of nine percent the Termination Fee (9%$733,101) 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 on or before the Notice Date. Landlord shall invoice Tenant for the rent component (3 months of Minimum Annual Rent and Operating Expense payments) of the damages which would be incurred by Landlord as a result of such early termination Termination Fee, and payment of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through portion of the Termination Fee shall be due and payable to Landlord by the date that is 60 days following the date of Landlord’s invoice. If Tenant fails to give written notice of termination or to pay the $733,101 portion of the Termination Fee by the Notice Date, including, without limitation, Additional Rent that accrues pursuant to time being of the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenantessence, this Termination Option right to terminate shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only Moreover, if Tenant is not in a default (regardless of any notice and/or cure period) under fails to timely pay the Lease, either at the time of the delivery rent component of the Termination Notice Fee, and such failure continues for more than 5 business days following written notice to Tenant of such failure, or if a monetary or other material default under this Lease on the part Tenant is continuing beyond any notice and grace period as of the date Tenant exercises this termination option or as of the Termination Date, Landlord may at its option and in its sole discretion, declare this termination option void and of no further force or effect.
Appears in 1 contract
Samples: Lease (Ev3 Inc.)
Termination Option. Notwithstanding anything to Provided: (i) Tenant is not currently in default of the contrary contained Lease; (ii) the Lease is in this Leasefull force and effect and (iii) Tenant is the originally named Tenant or a Permitted Transferee, Tenant shall have has the one-time option right to terminate the Lease effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each of the following terms and conditions (the “Termination Option”) to terminate this Lease, effective as of ). The “Termination Date” means the last day of the sixtieth (60th) 67th full calendar month of after the Term (Full Rent Start Date. If Tenant desires to exercise the “Termination Date”)Option, by providing Tenant must give to Landlord with irrevocable written notice of such Tenant’ s exercise of the Termination Option election (the “Termination Notice”), together with the Termination Payment (as defined below). Such The Termination Notice shall and the Termination Payment must be effective only if it received by Landlord no later than the date that is given to Landlord at least nine (9) full calendar 12 months prior to the Termination Date Date, failing which the Termination Option is deemed waived (provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). The “Termination Notice Deadline”)Payment” means the sum of the unamortized (amortized on a straight-line basis with interest at 8%) amount of the following in connection with the Lease: (i) brokerage commissions and attorneys’ fees paid by Landlord; accordingly(ii) rent concessions; and (iii) total cost incurred by Landlord for improvements to the Premises, if including without limitation the Leasehold Improvements, plus any and all allowances to Tenant, including without limitation the Improvement Allowance. All costs associated with the Landlord's Base Building Work shall not be included in the calculation of the Termination Payment. Landlord shall provide the calculation of the Termination Payment in the COLT. If such calculation is not provided in the COLT then Tenant has shall not given its be obligated to pay the Termination Payment at die time Termination Notice to Landlord prior to is provided but shall make such payment within thirty (30) after receipt of such calculation in accordance with the terms of this Amendment. Tenant’s payment of 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 Payment is a condition precedent to any the termination of this the Lease pursuant to on 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 LeaseDate, and (iii) legal fees incurred by Landlord in connection with this Lease such obligation survives the Expiration Date. Tenant acknowledges 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, agrees that 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 Termination Payment is not a penalty but a and is fair and reasonable pre-estimate compensation to Landlord for the loss of expected rentals from Tenant. The Termination Payment is payable only by wire transfer or cashier’s check. Time is of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages essence with respect to such lossthe dates and deadlines set forth herein. Tenant shall continue to be liable for its obligations under this Lease Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and through including the Termination Date, includingTenant is in monetary default of the Lease, beyond any applicable notice and cure period, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void Tenant's exercise of the Termination Option, in which case the Lease shall continue in full force and effect for the full Term unaffected by Tenaxx’ x exercise of the Termination Option. As of the date Tenant delivers the Termination Notice, any and all unexercised rights or options of Tenant to extend the Term or expand the Premises (whether expansion options, rights of first refusal, rights of first offer, or otherwise), and any and all outstanding tenant improvement allowance not properly claimed by Tenant in accordance with the Lease immediately terminate and are automatically, without limitationfurther action required by any party, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, null and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. If Tenant timely and properly exercises the Termination Option in accordance with this paragraph and Landlord has not negated the effectiveness of Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery exercise of the Termination Notice or Option pursuant to the foregoing, the Lease and the Term shall come to an end on the Termination Date with the same force and effect as of if the Term were fixed to expire on such date, the Expiration Date shall be the Termination Date, and the terms and provisions of Section 18 of the Original Lease shall apply.
Appears in 1 contract
Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-a one (1) time option to terminate this Lease (the “Termination Option”) to terminate this Lease, effective as of on the last day of the sixtieth eighty-fourth (60th84th) full calendar month of the Initial Term (the “Termination Date”), by providing provided that (a) Tenant shall give Landlord with written notice of such Termination Option election (the “Termination Notice”). Such ) of its exercise of the Termination Notice shall be effective only Option, if it is given to Landlord at least nine all, no less than twelve (912) full calendar months prior to the Termination Date Date, (b) Tenant shall not be in default under the “Termination Notice Deadline”); accordingly, if terms of this Lease (after the lapse of any applicable notice and cure periods) at the time Tenant has not given its delivers the 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the between delivery of the Termination Notice and the Termination Date, (c) concurrently with Tenant’s delivery of the Termination Notice to Landlord, Tenant shall pay to Landlord fifty percent (50%) of the Termination Fee (as hereinafter defined), and (d) on or prior to the Termination Date, Tenant shall pay to Landlord the remaining fifty percent (50%) of the Termination Fee. As used herein, “Termination Fee” shall mean a termination fee in the amount of (i) Three Million Eight Hundred Thirty-Nine Thousand Four Hundred Twenty-Six and 10/100 Dollars ($3,839,426.10) (i.e., fifteen (15) months of the Basic Rent payable hereunder as of the Termination Date.) plus (ii) fifteen (15) months of Tenant’s Percentage of Operating Expenses and Real Property Taxes payable hereunder as of the Termination Date. The Termination Option is personal to the Original Tenant, may be exercised only by the Original Tenant, and may not be transferred in connection with any Transfer or exercised by any Transferee. Time is of the essence with respect to the Termination Option. [signatures on following page]
Appears in 1 contract
Samples: Lease Agreement (Anaptysbio, Inc)
Termination Option. Notwithstanding anything to Provided that no Event of Default is continuing at the contrary contained in this Leasetime of exercising its option and on the Termination Date, hereinafter defined, Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, effective as of upon the last day of the sixtieth (60th) full calendar month of after the Term Commencement Date (the “Termination Date”), by providing Landlord with ) provided that Tenant gives written notice of such Termination Option its election (to terminate the “Termination Notice”). Such Termination Notice shall be effective only if it is given Lease to Landlord at least nine ten (910) full calendar months prior to the Termination Date Date, and simultaneously therewith, delivers to the trustee under the most senior deed of trust encumbering the Building and/or Land, or to Landlord if there is not then currently any deed of trust encumbering any of the Building or Complex, in good funds, a termination payment (the “Termination Notice DeadlinePayment”); 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 the unamortized amount of all rental concessions, the Tenant Improvement Allowance, the Space Planning Allowance, the Landscaping Allowance and 14/100Dollars ($90,325.14)the Additional Allowance, if applicable, as of the Termination Date plus (ii) all an amount equal to two (2) months Base Rental at the rate applicable as of the Termination Date. For purposes of determining the unamortized Transaction Costsamount of the foregoing allowances, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using each advance thereon shall be deemed to be a separate loan made at an interest rate of nine percent (9%) per annum which is self-amortizing with equal monthly payments of principal and interest over the ninety-one remainder of the Term. In addition to the Termination Payment, (91i) month all alterations and improvements installed in the Premises pursuant to the terms of the Work Letter attached hereto as Exhibit “C” shall remain in the Premises and become the property of Landlord upon the Termination Date, and (ii) unless the Baseline Construction Costs (as hereinafter defined) for performing the Work and any other alterations or improvements made by Tenant to the Premises or any other areas of the Complex shall equal or exceed Two Million Four Hundred Thirty Seven Thousand Four Hundred and 00/100 ($2,437,400.00) Dollars in the aggregate (such amount being equal to $25.00 per square foot of Net Rentable Area in the Building), all furniture and office equipment initially installed in the Premises, less any items thereof which shall be disposed of by Tenant prior to the Termination Date for any reason other than for purposes of avoiding the surrender of same to Landlord (including, without limitation, any such disposition due to damage, defect, obsolescence or Tenant no longer having need for the item), shall remain in the Premises and become the property of Landlord upon the Termination Date. As used herein, the term “Baseline Construction Costs” shall mean the aggregate sum of this Lease(i) all hard construction costs paid or incurred to complete the Work and any other alterations or improvements to the Premises or other areas of the Complex made by Tenant, (ii) all fees, reimbursements and other amounts paid to architects, engineers and other design professionals to prepare plans and specifications for the Work and any such other alterations or improvements made by Tenant, and (iii) legal all construction management fees paid or 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 the performance of the Work 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease other alterations or sublease improvements made by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.
Appears in 1 contract
Samples: Lease Agreement (Pfsweb Inc)
Termination Option. Notwithstanding anything to the contrary contained in this Lease, (a) Tenant shall have the one-time an option (the “"Termination Option”") to terminate this Lease, the Lease effective as of the last day of the sixtieth (60th) full calendar month fifth year of the Term of this Lease (the “"Termination Date”"), by providing . The Termination Option is granted subject to the following terms and conditions: (i) Tenant shall give Landlord with written notice of such Tenant's election to exercise the Termination Option election (and of the “applicable Termination Notice”). Such Termination Notice shall be effective only if it Date, which notice is given to Landlord at least not later than nine (9) full calendar months prior to such Termination Date; (ii) no Event of Default has occurred under the Lease either on the date that Tenant exercises the Termination Option or on the Termination Date; and (iii) Tenant shall pay to Landlord, concurrently with Tenant's exercise of the Termination Option, a lease termination fee of an amount equal to (1) the unamortized brokerage fees paid in connection with the execution of this Lease, plus (2) the unamortized cost of the Initial Improvements as set forth in Section 10.01 of this Lease, plus (3) nine (9) months Base Monthly Rent (the "Fee").
(b) If Tenant timely and properly exercises the Termination Option, then:
(i) the Lease shall terminate effective as of the Termination Date and Rent shall be paid through the Termination Date (in addition to payment by Tenant of the “Termination Notice Deadline”Fee); accordingly, if and (ii) Tenant has not given its Termination Notice shall surrender and vacate the Premises and deliver possession thereof to Landlord prior on or before the Termination Date in the condition required pursuant to the Termination Notice Deadline, this Lease.
(c) The Termination Option shall expire automatically terminate and be of no further force or effect, become null and Tenant shall have no right or option void upon the earlier 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 occur 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 termination of Tenant’s lease 's right to possession of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that all or any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate part of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues Premises pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.;
Appears in 1 contract
Samples: Assignment and Assumption of Lease (West Bancorporation Inc)
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, Lease effective as of the last day of the sixtieth ninetieth (60th90th) full calendar month of the Lease Term (the “Termination Date”), by providing Landlord with provided Tenant gives written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given thereof to Landlord at least nine not less than twelve (912) full calendar months prior to the Termination Date (the “Termination Notice DeadlineNotice”); accordingly) and provided Tenant is not in default under the Lease at the time of the giving of such notice. Additionally, if Tenant’s right to terminate hereunder is conditioned upon the payment in full by Tenant, within thirty (30) days of the date Tenant has not given its Termination Notice delivers notice to Landlord prior to that it is exercising its termination right hereunder, of the Termination Notice Deadline, this Termination Option shall expire unamortized cost of the Construction Allowance and be of no further force or effect, and Tenant shall have no right or option to terminate all leasing commissions paid in connection with this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination (using an interest rate of this Lease pursuant to the provisions 9% per annum and an amortization period 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 one hundred twenty-six (126) months) (collectively, the “Termination FeePayment”). Landlord shall advise Tenant of Landlord’s calculation of the amount of the subject Termination Payment within ten (10) equal to days following its receipt of the sum subject Termination Notice. After Landlord’s receipt of (i) Ninety Thousand Three Hundred Twenty-Five the Termination Payment, and 14/100Dollars ($90,325.14)so long as Tenant has surrendered the Premises in the condition required under this Lease, plus (ii) all unamortized Transaction Costsneither party shall have any rights, as hereinafter defined, incurred in connection with liabilities or obligations under this Lease and incurred for the period accruing after the Termination Date, except those which, 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 provisions 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, expressly survive 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted If Tenant fails to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of timely give the Termination Notice or to timely pay the Termination Payment and fails to pay all rent accruing from the time of notification of Termination through the ninetieth (90th) month as and when due, time being of the Termination Dateessence in connection with such notice and payment, then the termination right under this Exhibit K shall be null and void.
Appears in 1 contract
Termination Option. Notwithstanding anything to the contrary contained in this Lease, CHANGE THIS SECTION TO READ AS FOLLOWS: Tenant shall have the one-time option right to Terminate the Lease after the first two (the “Termination Option”2) to terminate this Lease, effective as of the last day five (5) one (1) year options of the sixtieth (60th) full calendar month of the Term (the “Termination Date”)renewal term that commences June 1, by providing Landlord with written notice of such Termination Option election (the “Termination Notice”)2002 have been completed. Such Termination Notice Tenant shall be effective only if it is given give to Landlord Landlord, in writing, at least nine One Hundred Twenty (9120) full calendar months days prior to the Termination Date date of termination of either-one (the “Termination Notice Deadline”1) year Lease option term two (2); accordingly, if Tenant has not given three (3), or four (4), notice of its Termination Notice intent to Landlord prior to the Termination Notice Deadline, exercise this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option This right to terminate this Lease pursuant to this Special Stipulation No. 4 shall be set forth as follows:
(a) If at any time after during the Termination Notice Deadline. As a condition precedent extended term as set forth hereinabove Landlord is unable to any termination of this Lease pursuant provide for Tenant's actual expansion requirements within the Building, on contiguous floors 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, Space Leased at the “Termination Fee”) equal lease rate and terms applicable to the sum of (i) Ninety Thousand Three Hundred TwentyPremises including a Tenant Improvement Allowance for expansion at a prorated amount based on Thirty-Five and 14/100Dollars three Cents ($90,325.14)0.33) per square foot of expansion space per month for each month remaining of the renewal period; Tenant may terminate the Lease by first paying the unamortized balance of actual Tenant Improvement costs, plus (ii) all unamortized Transaction Costsrelocation expenses, as hereinafter definedif any, incurred in connection with this Lease paid by Landlord during the renewal period and incurred not reimbursed by Tenant to make Space Leased available to Tenant and real. estate commissions paid by Landlord for any other expansion space leased space. The amount of the actual Tenant Improvement costs, relocation expenses, if any, paid by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, Landlord to make Space Leased available to Tenant and (iii) legal fees real estate commissions 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 be supplied to Tenant or incurred within sixty (60) days after the build-out occurs. Landlord may reinstate the Lease within the first thirty (30) days of the One Hundred Twenty (120) day notice period by Landlord. With respect committing to any future make space available for 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 within Sixty (60) days after the end of the damages which would be incurred by Landlord termination date included in Tenant's notice.
(b) this subsection is deleted in its entirety. Except as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) andspecifically stated above, in that regardall the terms, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to covenants and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time conditions of the delivery of original Space Lease dated March, 5, 1997 and amendments thereto for the Termination Notice or as of the Termination DateXxxx-Xxxxxxxxx. Building shall remain in full force and effect.
Appears in 1 contract
Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-one time option right to terminate this Lease (the “Termination OptionRight”), if Tenant’s average level of deposits from its operations at the Premises during Tenant’s third full year of fiscal reporting at the Premises falls below Twenty Million and No/100 Dollars ($20,000,000.00) (the “Test Year”). If Tenant fails to terminate this Leaseexercise the Termination Right within sixty (60) days after the Test Year has expired, effective as then any attempted exercise of the last day Termination Right shall be null, void and of no force and effect. Tenant shall, simultaneously with the delivery of the sixtieth Termination Notice, provide Landlord with its fiscal report for the Test Year evidencing that Tenant’s deposits were less than Twenty Million and No/100 Dollars (60th$20,000,000.00) full calendar month for the Test Year. The Termination Right shall not be available to Tenant during any subsequent Lease Years or during any exercised Option Terms and in the event Tenant exercises an Option Term, this Section 20.24 shall be rendered null and void. Tenant may exercise this Termination Right, if at all, by written notice to Landlord given within thirty (30) days following the expiration of the Term Test Year in which Tenant’s deposits were less than Twenty Million and No/100 Dollars ($20,000,000.00) [the “Termination Notice”]. The Termination Date will be the date which is six (6) months after the date of Landlord’s receipt of the Termination Notice (the “Termination Date”). If Tenant terminates the Lease as provided above, by providing Landlord with written notice of such Termination Option election (Tenant shall vacate 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 Premises on or before the Termination Date (in the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to condition otherwise required under Section 18.01 hereof. From the date of the Termination Notice Deadlinethrough the Termination Date, this Termination Option the Lease shall expire remain in full force 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 honor all of its Termination Notice, obligations hereunder. If Tenant must have delivered to Landlord with exercises its Termination NoticeRight as provided above, an simultaneously with such exercise, and after receipt of written notice from Landlord stating the amount as a termination fee (collectively, of the “Termination Fee”) equal to the sum of Commission Reimbursement,” (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 Tenant shall reimburse Landlord for any other expansion space leased by Tenant, all amortized using an interest rate the unamortized portion of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred brokerage fee paid by Landlord in connection with this Lease (based upon a ten (10) year amortization schedule) [the “Commission Reimbursement”], together with the sum of Two Thousand and any future amendment whereby No/100 Dollars ($2,000.00) for Landlord’s legal and administrative costs (the “Additional Reimbursement”) pursuant to this Section 20.24. Landlord agrees to provide Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent with written notice of the amount of the Commission Reimbursement and cash allowances or similar costs and expenses provided to the Additional Reimbursement simultaneously with 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 giving 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Dateprovided above.
Appears in 1 contract
Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time option to terminate the Lease (the “Termination Option”) to terminate this Lease, effective as of the last day of date that is thirty-six (36) months after the sixtieth Extension Term Commencement Date (60th) full calendar month of the Term (such date, the “Termination Date”), by providing subject to the terms, conditions and provisions of this Section.
6.1 The Termination Option is conditional upon Tenant delivering to Landlord with written notice of such Tenant’s election to exercise the Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it ) on or before the date that is given to Landlord at least nine (9) full calendar months prior to the Termination Date (such date, the “Termination Notice DeadlineExercise Date”); accordingly, if . Tenant shall not be deemed to have exercised the Termination Option unless and until Tenant has not given its delivered the Termination Notice to Landlord prior Landlord. Time shall be of the essence as to Tenant’s exercise of the Termination Notice Deadline, this Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of the Termination Option after the Exercise Date. Any attempted exercise of the Termination Option after the Exercise Date shall expire be void and be of no further force or effect.
6.2 In the event that Tenant exercises the Termination Option, and Tenant shall have no right or option be required to terminate this Lease pursuant pay to this Special Stipulation No. 4 at any time after Landlord the Termination Notice DeadlineFee (as defined below) on or before the Termination Date. 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 The “Termination Fee”) ” means an amount equal to the sum of (ia) Ninety One Hundred Seventy-Six Thousand Three Seven Hundred TwentyFifty-Five Nine and 14/100Dollars 22/100 Dollars ($90,325.14176,759.22), plus (iib) the unamortized amounts (as of the Termination Date) of (i) 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 leasing commissions paid by Landlord in connection with this Lease Amendment, and any future amendment whereby Tenant is leasing additional space(ii) the TI Allowance (as defined below). “Transaction Costs” The amounts in Subsection 6.2(b)(i) and (ii) 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 be calculated by Landlord. With respect to any future expansion space, amortizing the Transaction Costs will be amortized over the period same at eight percent (8%) per annum commencing on the effective date of Tenant’s lease of such expansion space through Extension Term Commencement Date and ending on the expiration date of Tenant’s lease of such expansion spaceTerm Expiration Date). It If Tenant fails to pay, or is hereby acknowledged that any such amount required late in paying, the Termination Fee to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate Landlord, then Landlord shall have all of the damages which would be incurred by Landlord as rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a result late charge), and for purposes of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages any litigation instituted with respect regard to such loss. Tenant amounts the same shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effectconsidered Rent. Tenant’s rights under this Special Stipulation No. 4 obligation to pay the Termination Fee shall be effective only if Tenant is not in a default (regardless survive the expiration or earlier termination of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.
Appears in 1 contract
Samples: Lease (Halozyme Therapeutics Inc)
Termination Option. Notwithstanding anything (A) Subject to the contrary contained in terms of this LeaseSection 1.6, Tenant shall have the one-time option (the “"Termination Option”") to terminate this Lease with respect to all or a portion of the Premises (the entire Premises, or, if Tenant elects to terminate this Lease with respect to less than all of the Premises, the portion of the Premises for which Tenant elects to terminate this Lease, being referred to herein as the "Terminated Space") effective as of the last day prior to the day that is the tenth (10th) anniversary of the sixtieth Rent Commencement Date (60thsuch date that is the day prior to the day that is the tenth (10th) full calendar month anniversary of the Term Rent Commencement Date being referred to herein as the "Termination Date") by giving Landlord notice (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 ") of its election to exercise such option no later than the date which is given to Landlord at least nine eighteen (918) full calendar months prior to the Termination Date (as to which date time shall be of the “essence). If Tenant elects to exercise the Termination Option with respect to less than the entire Premises, then Tenant may elect to designate as the Terminated Space only those portions of the Premises that then constitute all of the Rentable Area on the applicable floor of the Building on which such portions of the Terminated Space are located. If Tenant has theretofore exercised the Option, then Tenant shall only have right to designate as the Terminated Space all of the Rentable Area on one (1) floor of Building in which the Premises demised hereunder is located. Tenant shall elect in the Termination Notice Deadline”); accordinglywhich portions of the Premises Tenant elects to constitute Terminated Space, subject to the terms of this Section 1.6, provided that if Tenant does not specify in the Termination Notice which portions of the Premises Tenant elects to constitute Terminated Space, then Tenant shall be deemed to have elected that the entire Premises shall constitute Terminated Space (or, if Tenant has not given theretofore exercised the Option, then Tenant shall be deemed to have elected that one (1) floor of Premises (which floor Landlord shall have the right to designate in its sole discretion) shall constitute Terminated Space).
(B) The Termination Notice shall not be effective unless simultaneously with the delivery thereof to Landlord, Tenant pays to Landlord prior an amount (the "Termination Fee"), pro-rated (if applicable) to reflect the portion thereof that is attributable to the Termination Notice DeadlineTerminated Space, 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 (a) the unamortized amount of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14)any brokerage commissions paid to any brokers, plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred finders or salespersons representing Tenant in connection with this Lease Lease, including with respect to any Option Space, (ii) the Fixed Rent and incurred Escalation Rent (if any) which would have been payable hereunder for the period from the Commencement Date until the Rent Commencement Date (as if such amounts were payable commencing on the Commencement Date, rather than the Rent Commencement Date), and with respect to any Option Space, any rent which would have been payable for the period from the commencement date for such Option Space until the rent commencement date for such Option Space (as if such amounts were payable commencing on the commencement date for such Option Space, rather than the rent commencement date for such Option Space) (it being understood that, pursuant to Article 18 hereof, Landlord shall not be obligated to grant to Tenant any free rent period with respect to any Option Space), (iii) the 650 Rent Credit and (iv) the Landlord Work Costs Contribution, to the extent paid by Landlord for to the Work Contractor (or offset against the Rental due hereunder from Tenant), and any other expansion space leased tenant improvement allowance paid to Tenant by Landlord (or offset against the Rental due hereunder from Tenant), including with respect to any Option Space (it being understood that, pursuant to Article 18 hereof, Landlord shall not be obligated to grant to Tenant any tenant improvement allowance with respect to any Option Space), all amortized on a straight-line basis over the Term, commencing on the Rent Commencement Date or, with respect to any Option Space, commencing on the Applicable Option Space Commencement Date for such Option Space, as if Tenant had not exercised the Termination Option, using an interest rate factor of nine six percent (96%) per annum over the ninety-one (91) month term of this Leaseannum, and (iiib) legal fees incurred an amount equal to the product of (x) the monthly installment of Fixed Rent and the monthly installment of Escalation Rent (it being understood that if the Tax Payment hereunder is not payable in twelve (12) monthly installments at such time, then such Tax Payment shall be computed as if the Tax Payment was payable in twelve (12) monthly installments for purposes of this clause (b)) payable by Tenant hereunder for the Terminated Space for the calendar month in which Tenant delivers the Termination Notice to Landlord (without taking into account any abatement of Fixed Rent or Escalation Rent that is in effect for the calendar month in which Tenant delivers the Termination Notice) and (y) three (3). Landlord shall provide to Tenant a reasonably detailed statement showing Landlord's calculation of the Termination Fee within ten (10) days after request therefor is given by Tenant to Landlord, provided that to the extent that any portion of the Termination Fee is not definitively ascertainable at such time, such portion shall be determined by Landlord in connection with this Lease based on Landlord's reasonable estimation of the same (which shall not be binding on Landlord).
(C) Tenant shall not have the right to exercise the Termination Option if, as of the date that the Termination Option is exercised, (x) a monetary or material non-monetary Event of Default has occurred and any future amendment whereby is continuing or (y) the Initial 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 Requirement is not a penalty but a reasonable pre-estimate of satisfied. If Tenant exercises the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible Termination Option, and at any time prior to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, (i) a monetary or material non-monetary Event of Default has occurred and is continuing or (ii) the Initial Tenant Requirement is not satisfied, then, at any time prior to the Termination Date, Landlord shall have the right to declare Tenant's exercise of the Termination Option ineffective by giving notice thereof to Tenant.
(D) If Tenant exercises Tenant's right to terminate this Lease for all or any portion of the Premises as of the Termination Date as provided in this Section 1.6, then (x) Tenant, on the Termination Date, shall vacate the Terminated Space and surrender the Terminated Space to Landlord in accordance with the terms of this Lease that govern Tenant's obligations upon the expiration or earlier termination of the Term and (y) upon the Termination Date, neither party shall have any further rights or obligations hereunder with respect to the Terminated Space, except for any such rights or obligations that expressly survive a termination hereof. If Tenant exercises the Termination Option with respect to less than all of the Premises then, on the Termination Date, (A) the Premises shall exclude the Terminated Space, (B) the Fixed Rent as set forth in Section 1.4 hereof from and after the Termination Date shall be reduced by an amount equal to the Fixed Rent that would have been due under this Lease for the Terminated Space, (C) Tenant's Operating Expense Share shall be decreased by an amount (expressed as a percentage) equal to the quotient obtained by dividing (I) the number of square feet of Rentable Area in the Terminated Space, by (II) the number of square feet of Rentable Area of the Building (other than the retail portion thereof), and (D) Tenant's Tax Share shall be decreased by an amount (expressed as a percentage) equal to the quotient obtained by dividing (I) the number of square feet of Rentable Area in the Terminated Space, by (II) the number of square feet of Rentable Area of the Building (including, without limitation, Additional Rent that accrues pursuant the retail portion thereof). If Tenant exercises the Termination Option with respect to the terms of this Lease, with less than all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named TenantPremises, and in the event of any assignment of this Lease or sublease by Tenantthen, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date, the share of chilled water capacity that Tenant has the right to use under Section 4.6 hereof shall be decreased by the chilled water capacity that is then dedicated to the Terminated Space, and the share of capacity of the Supplemental Emergency Generator System that Tenant has the right to use under Section 3.14 hereof shall be decreased by the capacity of the Supplemental Emergency Generator System that is then dedicated to the Terminated Space. If Tenant exercises the Termination Option with respect to less than all of the Premises, then Landlord and Tenant shall promptly thereafter execute and deliver an amendment to this Lease that memorializes the exclusion of the Terminated Space from the Premises as provided in this Section 1.6, with the understanding, however, that the failure of the parties to execute and deliver any such amendment shall not impair the effectiveness of Tenant's exercise of the Termination Option.
Appears in 1 contract
Samples: Lease (Clear Secure, Inc.)
Termination Option. Notwithstanding anything Provided that Tenant is not in Default on either the Early Termination Date (as defined herein) or the Early Termination Notice Date (as defined herein), Tenant shall, during the Term, have a one (1)-time right effective 11:59 p.m. on December 31, 2018 ("Early Termination Date") to terminate the contrary contained in this LeaseLease with respect to all (and not a part) of the Leased Premises. Such option to terminate shall be exercised by Tenant giving written notice to and received by Landlord ("Early Termination Notice") on or before December 31, 2017 ("Early Termination Notice Date"). In the event Tenant exercises the termination option described herein, 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 deliver 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”) payment equal to the sum of Landlord's unamortized transaction costs, which shall be: (i) Ninety Thousand Three Hundred Twenty-Five Landlord's Maximum Contribution and 14/100Dollars ($90,325.14)any subsequent tenant improvement allowance, plus (ii) all unamortized Transaction Costsfree rent, if any (as hereinafter definedto any space added to the Leased Premises after the Effective Date, incurred in connection with this Lease including but not limited to Upper Level Premises Expansion Space, Refusal Space and incurred by Landlord for First Offer Space) but expressly excluding 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 Leasebeneficial occupancy, and (iii) legal fees incurred any leasing or brokerage commissions paid by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generallyLease, without limitationcalculated based on an interest rate of eight percent (8%) per annum on a compounded basis, 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 spaceplus three (3) months of Tenant's gross Rent in effect upon the Early Termination Date (collectively, 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 "Early Termination Fee"); provided, however, 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 one half (1/2) of the damages which would Early Termination Fee shall be incurred by delivered to Landlord as a result simultaneously with the Early Termination Notice, and the remaining one half (1/2) of the Early Termination Fee shall be delivered to Landlord upon the Early Termination Date. The parties acknowledge and agree that the Early Termination Fee is the reasonable consideration payable to Landlord for such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted Leased Premises leased to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination DateBuilding.
Appears in 1 contract
Termination Option. Notwithstanding anything (A) Subject to the contrary contained satisfaction of the conditions set forth in this Leaseparagraph, Tenant shall have one option to terminate the one-time option Lease in its entirety (the “Termination Option”) to terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term April 30, 2009 (the “Early Termination Date”), ) by providing Landlord with written notice of such Termination Option election to Landlord (the “Termination Notice”)) no later than April 30, 2008. Such Termination Notice shall be effective only if it is given As a condition to Landlord at least nine (9) full calendar months prior Tenant's ability to exercise the Termination Date Option: (i) a law imposing a tax on gross receipts or other tax not based upon Tenant’s net income must have been enacted by the “Termination Notice Deadline”)State of Illinois after the date of this Amendment and before April 30, 2008; accordingly(ii) according to Tenant’s reasonable projections, if such tax would on an annual basis cost Tenant has not given its Termination Notice $150,000.00 or more; and (iii) Tenant provides Landlord with reasonable documentation or other information to Landlord prior to substantiate such reasonable projections.
A. If Tenant delivers the Termination Notice Deadlinein accordance with the terms and conditions of this Paragraph 6, this timely pays the Termination Option Fee (defined below) as provided in Xxxxxxxxx 0X hereof, and the condition set forth above is satisfied, then as of the Early Termination Date, the Lease shall expire and be of no further force or effectterminate, and Tenant shall have no right or option be and remain liable for the payment to terminate this Landlord of all Rent and other sums due and/or accrued, and for the performance and keeping of all the covenants, agreements and obligations under the Lease pursuant to this Special Stipulation Nobe performed, paid and kept by Tenant prior to such Early Termination Date. 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 Following Tenant’s delivery 's exercise of its Termination NoticeOption, if Tenant must have delivered fails to vacate the Premises and surrender possession thereof to Landlord in accordance with the terms of the Lease on or prior to the Early Termination Date, such failure shall be treated as a holding over by Tenant and Landlord shall be entitled to all of its remedies under the Lease as set forth in the holdover section hereof until Tenant vacates.
B. Except for Tenant’s obligation to pay Rent and other charges due under the terms of the Lease through the Early Termination NoticeDate, an amount as Tenant’s sole monetary obligation with respect to such early termination shall be to pay Landlord a termination fee equal to $468,495.00 (collectively, the “Termination Fee”) equal to the sum of ). Tenant shall pay: (i) Ninety Thousand Three Hundred Twenty-Five $312,633.33 of the Termination Fee with the delivery of the Termination Notice, and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs$155,861.67 of the Termination Fee at least thirty (30) days in advance of the Early Termination Date. If Tenant fails to timely pay the Termination Fee, then at Landlord's sole election, the exercise of the Termination Option shall be null and void and the Lease shall continue in full force and effect as hereinafter defined, incurred in connection with this Lease and incurred if Tenant had not exercised the Termination Option. Acceptance 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 Termination Fee shall constitute a result release of such early termination the Tenant from any and all of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this the Lease to and through accruing after the Early Termination Date, except any obligations which by their terms are intended to survive any early termination or expiration of the Lease (including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event reconciliation of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination DateRent Adjustments).
Appears in 1 contract
Samples: Industrial Building Lease (Wells Gardner Electronics Corp)
Termination Option. Notwithstanding anything to Provided Tenant fully and completely satisfies each of the contrary contained conditions set forth in this LeaseSection 3.5, Tenant shall have the one-time option (the “"Termination Option”") to terminate this Leasethe Lease (as amended) as to the 6340 Building, the 6310 Building and/or the 6290 Building effective as of the last day any date of the sixtieth New Expansion Term selected by Tenant after the -9- SEQUENCE TECHNOLOGY CENTER [Expansion and Extension Amendment] [DexCom, Inc.] date which is fifty-four (60th54) full calendar month months after the Expansion Commencement Date specified in Section 2.1 hereof (any such date to be referred to herein as the "Termination Date"); provided, however, that in no event may Tenant exercise the Termination Option with respect to the 6310 Building unless Tenant also exercises the Termination Option for the 6340 Building and/or the 6290 Building and in no event may Tenant exercise the Termination Option for just a portion of any building. In order to exercise the Termination Option, Tenant must fully and completely satisfy each and every one of the Term following conditions: (the “Termination Date”), by providing a) Tenant must give Landlord with written notice of such Termination Option election (the “"Termination Notice”). Such ") of its exercise of the Termination Option, which Termination Notice shall specify the applicable Termination Date and which Termination Notice must be effective only if it is given delivered to Landlord at least nine twelve (912) full calendar months prior to the designated Termination Date Date, (b) at the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to time of 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 Event of Default must not exist, and (c) concurrently with Tenant's delivery of the Termination Notice to Landlord, Tenant shall pay to Landlord 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)the "Amortization Installment", plus (ii) all comprised of the unamortized Transaction Costsbalance, as hereinafter definedof the Termination Date, incurred in connection with this Lease of the (A) Improvement Allowance and incurred Additional Allowance (if applicable) actually utilized by Landlord Tenant for any other expansion such space leased by Tenantpursuant to Section 2.1 of the Work Letter Agreement, all amortized using an interest rate of nine percent (9%B) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred brokerage commissions paid by Landlord in connection with this Lease Second Amendment and any future amendment whereby Tenant is leasing additional applicable to such space, and (C) Base Rent Abatement applicable to such space pursuant to Section 4.3 below, plus (ii) the "Base Rent Installment", comprised of an amount equal to three (3) months of Base Rent for such space calculated at the rate payable as of the date of delivery of the Termination Notice. “Transaction Costs” Amortization pursuant to subsection (i), above, shall include generally, be calculated on a straight-line basis 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 an interest component over a seven (7) year amortization schedule (with respect to any future expansion spacethe 6290 Initial Premises), over a period from the Transaction Costs will be amortized 6290 Must-Take Premises Commencement Date through the New Expiration Date (with respect to the 6290 Must-Take Premises) and over the period commencing on the effective date of Tenant’s lease of such expansion space from December 1, 2016 through the expiration date of New Expiration Date (with respect to the Existing Premises). Upon written request from Tenant delivered to Landlord at any time prior to 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 's delivery of the damages which would be incurred by Termination Notice, Landlord as a result and Tenant shall use good faith efforts to mutually agree upon the calculation of such early termination the Amortization Installment. Notwithstanding Tenant's payment of this Lease (which damages are impossible to calculate more precisely) andthe Termination Fee, in that regard, constitutes liquidated damages Tenant shall remain responsible for payment of Base Rent and all other obligations of Tenant with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and space through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.
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Samples: Office Lease (Dexcom Inc)
Termination Option. Notwithstanding anything Provided that no Event of Default shall exist under this Lease or would exist but for the pendency of any cure period provided for in Section 22 of the Lease, unless such Event of Default requires notice under Section 22 and Landlord has not delivered such notice to Tenant, either on the contrary contained in this Leasedate Tenant delivers its Termination Notice (as hereinafter defined) or on the Termination Date (as hereinafter defined), Tenant shall have the one-time option (the “Termination Option”) right to terminate this Lease, effective Lease with respect to the entire Demised Premises as of the last day end of the sixtieth (60th) full calendar month of the Term August 31, 2016 (the “Termination Date”), by providing delivering to Landlord with written on or before February 29, 2016, notice of such Termination Option election its intention to terminate (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 accompanied by a payment of a termination fee (the “Termination Notice DeadlineFee”); accordingly, if Tenant has not given its Termination Notice ) to Landlord prior in the amount of $215,000.00. Tenant’s failure to the pay such 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 Fee simultaneously with Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, Notice shall render void 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 termination of this Lease (which damages are impossible to calculate more precisely) and, and this Lease shall continue in that regard, constitutes liquidated damages with respect to such lossfull force and effect. Tenant shall continue to be liable for its obligations under this Lease pay all Rent due to and through the Termination DateDate specified in accordance with the terms of the Lease and shall surrender the Demised Premises to Landlord on or before the Termination Date in the manner and in the condition provided for in the Lease. Tenant shall permit Landlord or its Agents, includingat any time and without notice, without limitation, Additional Rent that accrues pursuant but otherwise subject to the terms of this Lease, with all Section 23 of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at to enter the time Demised Premises, without charge therefore to Landlord and without diminution of Rent, to exhibit the same to prospective tenants from and after the date Tenant delivers the Termination Notice. The Termination Fee shall not be deemed to be Rent payable under the terms of the delivery Lease, but rather shall be deemed liquidated damages payable by Tenant to Landlord in consideration of Landlord’s agreement to terminate the Termination Notice or Lease as of the Termination Dateherein provided.”
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Termination Option. Notwithstanding anything to Provided Tenant fully and completely satisfies each of the contrary contained conditions set forth in this LeaseSection 2.3, Tenant shall have the one-time ongoing option (the “Termination Option”) to terminate this Lease, Lease effective as of any day (the last day “Termination Date”) after the commencement of the sixtieth forty-eighth (60th48th) full calendar month of the Term initial Lease Term. In order to exercise the Termination Option, Tenant must fully and completely satisfy each and every one of the following conditions: (the “Termination Date”), by providing a) Tenant must give Landlord with written notice of such Termination Option election (the “Termination Notice”). Such ) of its exercise of the Termination Option, which Termination Notice shall must be effective only if it is given delivered to Landlord at least nine no less than six (96) full calendar months prior to the Termination Date Date, (b) at the time Tenant delivers the Termination Notice to Landlord, Tenant shall not be in default under this Lease (after expiration of any applicable notice and cure periods), and (c) concurrently with Tenant’s delivery of the Termination Notice to Landlord, Tenant shall pay to Landlord the “Termination Notice Deadline”Fee” equal to the sum of the then-remaining unamortized balance, as of the Termination Date, of the (i) Landlord Contribution Amount granted by Landlord to Tenant pursuant to the terms of the Work Letter, (ii) brokerage commissions paid by Landlord in connection with this Lease, (iii) Base Rent abated pursuant to Section 3.2, below, and (iv) Base Rent abated pursuant to the phase-in provisions of Section 3.3, below. Amortization pursuant to subsection(c); accordingly, if Tenant has not given its Termination Notice above, shall be calculated on a seventy-one (71) month amortization schedule during the months of the Lease Term when Base Rent is scheduled to Landlord prior be paid based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of seven percent (7%) per annum. Subject to Landlord’s timely receipt of the Termination Notice Deadlineand Termination Fee, upon the Termination Date, this Termination Option Lease shall expire automatically terminate and be of no further force or effect, and Landlord and Tenant shall have no right or option to terminate be relieved of their respective obligations under this Lease pursuant to this Special Stipulation No. 4 at any time after as of the Termination Notice Deadline. As a condition precedent Date, except with respect to any those obligations set forth in this Lease which specifically survive the expiration or earlier 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms payment by Tenant of this Lease, with all of such obligations surviving the early termination of amounts owed by Tenant under this Lease. The rights termination right granted to Tenant under this Special Stipulation No. 4 are Section 2.3 is personal to the named Tenant, Original Tenant and in the event of may not otherwise be assigned or transferred to any assignment of this Lease other person or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Dateentity.
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Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the a one-time option right to terminate this Lease (the “Termination Option”” ) to terminate this Lease, effective as of the last day of the sixtieth thirty-sixth (60th36th) full calendar Rent-paying month of the Term (the “Termination Date”), by providing provided (i) Tenant gives notice thereof to Landlord with written notice on or before twelve (12) months before the Termination Date and (ii) Tenant is not in default under the Lease at the time of the giving of such notice or on the Termination Date. Tenant’s Termination Option election (hereunder is conditioned upon the “Termination Notice”). Such Termination Notice shall be effective only if payment in full by Xxxxxx, at the time Tenant delivers notice to Landlord that it is given to exercising its termination right hereunder, of: (A) the unamortized cost of all tenant improvement allowances incurred, leasing commissions and legal costs actually paid, incurred or provided by Landlord at least nine in connection with the Lease (9) full calendar months prior including, without limitation, free rent and similar concessions and attorney’s fees), amortized from the Commencement Date 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 annum; (91B) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with Rent due under 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 spacefor the three (3) months after the Termination Date (collectively, 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss“Termination Payment”). Tenant shall continue to be liable for its obligations under this Lease to pay all Rent due through and through including the Termination Date, including, without limitation, Additional Rent that accrues Date pursuant to the terms of this Lease. After Xxxxxxxx’s receipt of the Termination Payment, with all and so long as Tenant has surrendered the Premises in the condition required under this Lease, neither party shall have any rights, liabilities or obligations under this Lease for the period after the Termination Date, except those which, by the provisions of such obligations surviving this Lease, expressly survive the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.
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Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-option to terminate the Lease as amended by this Amendment at any time option after July 31, 2012 (the “"Earliest Termination Option”Date"), provided Tenant gives written notice thereof to Landlord not less than sixty (60) days prior to terminate this Leasethe Earliest Termination Date and provided Tenant is not in default (beyond the expiration of all applicable notice and cure periods, effective as if any) under the Lease at the time of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice giving of such notice nor on the Actual Termination Option election Date (the “Termination Notice”defined below). Such notice must specify the date (which cannot be prior to July 31, 2012) on which Tenant desires the termination to become effective (the "Actual Termination Notice shall be effective only if Date"). Additionally, Tenant's right to terminate hereunder is conditioned upon the payment in full by Tenant, at the time Tenant delivers notice to Landlord that it is given to Landlord at least nine (9) full calendar months prior to exercising its termination right hereunder, of all Rent through and including the Actual Termination Date (the “"Termination Notice Deadline”Payment"); accordingly. After Landlord's receipt of the Termination Payment, if and so long as Tenant has not given its Termination Notice to Landlord prior to surrendered the Termination Notice DeadlineReduced Premises in the condition required under the Lease as amended by this Amendment (i.e., this Termination Option shall expire and be of no further force or effectin broom clean condition, casualty, obsolescence, 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 normal wear 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 generallytear excepted, without limitationany requirement to remove any Alterations, any tenant improvement allowancebut with the obligation to remove all electronic, turnkey construction costs, leasing commissions, free rent phone and cash allowances data cabling and related equipment that is installed by or similar costs for the benefit of Tenant and expenses provided to Tenant located in the Premises 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 other portions of the damages which would be incurred by Landlord Building or Project and to repair any damage as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) andremoval), in that regardneither party shall have any rights, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its liabilities or obligations under this Lease to and through for the period accruing after the Actual Termination Date, includingexcept those which, without limitation, Additional Rent that accrues pursuant to by the terms provisions of this Lease, with all of such obligations surviving expressly survive the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.
Appears in 1 contract
Termination Option. Notwithstanding anything The “Termination Option” (as set forth in the Fourth Amendment) shall apply to Tenant’s rights with respect to the contrary contained New Expansion Space, provided, however, that Tenant (and any assignee of a Permitted Assignment or as permitted pursuant to Section 22(a)) shall have the option to either (a) terminate the Lease in this Leaseits entirety on the Termination Date (as defined in the Fourth Amendment), or (b) terminate the Lease in part on the Termination Date, as it relates to Tenant’s right to possess and occupy fifty percent (50%) of the first floor of the Project. The first floor of the Project is comprised of four quadrants, and Tenant’s right to partially terminate the Lease shall apply to two contiguous quadrants reasonably acceptable to Landlord (herein the “First Termination Space”). In addition to the foregoing, if Tenant elects to exercise its Termination Option with respect to the First Termination Space, then Tenant shall have the one-time option right to terminate the Lease with respect to the remaining fifty percent (50%) of the first floor of the Project (the “Second Termination OptionSpace”) to terminate this Lease, effective as of and collectively with the last day of the sixtieth (60th) full calendar month of the Term (First Termination Space, the “Termination DateSpace”), by providing Landlord with written notice ) on the anniversary 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 “Second Termination Notice DeadlineDate”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be . The definition 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”” (as set forth in the Fourth Amendment) equal is hereby amended to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14)include within such amount, plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease portions of the New Expansion Space TIA 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 brokerage commissions paid or incurred by Landlord in connection with this the Sixth Lease and any future amendment whereby Tenant Amendment. If the Lease is leasing terminated in its entirety, such 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 amount 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 equal 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or $39,960.00 as of the Termination Date. In the event the Lease is only partially terminated as provided in this Section 8, the Termination Fee shall be reduced by the amount attributable to the portion of the Premises that Tenant continues to occupy. Landlord and Tenant acknowledge and agree that notwithstanding Section 19 (i) of the Fourth Amendment, if the Lease is assigned or sublet in accordance with Section 22 of the Lease, then Tenant shall have the right to exercise its Termination Option (as modified herein).
Appears in 1 contract
Samples: Lease (Iomai Corp)
Termination Option. Notwithstanding anything to the contrary contained in this the Lease, Tenant shall have the one-time option right to terminate the Lease, but only with respect to the Tenth Additional Vivarium Premises (and no less than all of the Tenth Additional Vivarium Premises), by providing written notice (the “Tenth Additional Vivarium Termination OptionNotice”) to terminate this Lease, effective as of the last day of the sixtieth Landlord at least sixty (60th60) full calendar month of the Term days prior to Tenant’s desired termination date (the “Tenth Additional Vivarium Termination Date”), by providing Landlord with written notice of such which Tenth Additional Vivarium Termination Option election (Date shall be set forth in the “Tenth Additional Vivarium Termination Notice”). Such Subject to (a) Landlord’s timely receipt of the Tenth Additional Vivarium Termination Notice shall be effective only if it is given to Landlord at least nine and (9b) full calendar months prior Tenant surrendering the Tenth Additional Vivarium Premises in the condition required under the Lease (including, without limitation, Section 18.2 and Article 26 of the Lease), then, as of the Tenth Additional Vivarium Termination Date, the Lease with respect 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 Tenth Additional Vivarium Premises only shall expire terminate and be of no further force or effect, and Landlord and Tenant shall have no be relieved of their respective obligations under the Lease with respect to the Tenth Additional Vivarium Premises only from and after the Tenth Additional Vivarium Termination Date, except with respect to those obligations set forth in the Lease that expressly survive the expiration or earlier termination thereof, including payment by Tenant of all amounts owed by Tenant pursuant to the Lease with respect to the Tenth Additional Vivarium Premises for the period up to and including the Tenth Additional Vivarium Termination Date. The termination right or option granted to terminate this Lease Tenant 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 Section shall automatically terminate 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. effect in the event that (y) Tenant assigns, subleases or otherwise Transfers the Tenth Additional Vivarium Premises or any portion thereof to other entities or persons, other than in connection with an Exempt Transfer (or in connection with any sublease approved by Landlord pursuant to Article 29 of the Lease), or (z) Tenant’s rights under right to possession of the Tenth Additional Vivarium Premises has previously been terminated. The termination right granted to Tenant pursuant to this Special Stipulation No. 4 shall Section is personal to Omeros Corporation, a Washington corporation (“Omeros”) and any Permitted Transferees of Omeros, and may not be effective only if Tenant is not exercised by any other assignee, sublessee or transferee of Tenant’s or a Permitted Transferee’s interest in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.
Appears in 1 contract
Samples: Lease (Omeros Corp)
Termination Option. Notwithstanding anything to Provided that (a) Tenant has not assigned the contrary contained Lease or sublet any portion of the Premises and (b) Tenant is not in this default under the Lease, Tenant shall have the one-a one (1) time option to terminate the Lease (the “Termination Option”) to terminate this Lease), effective as on the commencement date of the last day of the sixtieth (60th) full calendar month of the Term a new lease with Landlord for larger premises within Landlord’s portfolio (the “New Lease”) (the date when the Lease is terminated pursuant to this Section being referred to herein as the “Early Termination Date”), . Tenant shall exercise the Termination Option by providing delivering to Landlord with written notice of such Termination Option election (the “Termination Notice”). Such ) of such election to terminate the Lease concurrently with execution of the New Lease and if Tenant properly delivers the Termination Notice Notice, then the Lease shall be effective only if it is given deemed to have expired by lapse of time on the Early Termination Date. Tenant shall return the Premises to Landlord at least nine (9) full calendar months prior to on the Early Termination Date in accordance with the terms of the Lease, including, but not limited to, Section 10.06. Unless Landlord otherwise agrees in writing, Tenant may not exercise the Termination Date (the “Termination Notice Deadline”); accordinglyOption, and no exercise thereof shall be effective, if a default or event or circumstance which with the giving of notice or passage of time or both could constitute a default by Tenant has not given its Termination Notice to Landlord prior to shall exist under the Lease as of the date on which the Termination Notice Deadline, this is given or as of the Early 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 NoDate. 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 Upon Tenant’s delivery of its delivering the Termination Notice, any and all rights of Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, extend 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” Term 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth immediately be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless All obligations of any notice and/or cure period) either party to the other which accrue under the Lease, either at Lease on or before the time of the delivery of the Early Termination Notice or as of the Termination DateDate shall survive such termination.
Appears in 1 contract
Samples: Lease (Cyteir Therapeutics, Inc.)
Termination Option. Notwithstanding anything to the contrary contained in this Leaseherein, Tenant shall have the a one-time option to surrender the Premises (the “Termination Option”) in accordance with the following terms and conditions:
a. If Tenant desires to exercise the Termination Option, Tenant shall give Landlord irrevocable written notice (“Termination Notice”) of Tenant’s exercise of this Termination Option, which shall be delivered by certified mail which Termination Notice must be received by Landlord no later than the date that is ten (10) full months prior to the Termination Date. TIME IS OF THE ESSENCE with respect to Landlord’s receipt of the Termination Notice and all other deadlines in this Article.
b. If Tenant gives the Termination Notice and complies with all the provisions in this Article, the Lease as it applies to the Premises only shall terminate this Lease, effective as of at 11:59 p.m. on the last day of the sixtieth month during which the day prior to the thirty-eighth (60th38th) full calendar month anniversary of the Term Commencement Date occurs (the “Termination Date”).
c. In consideration for Tenant’s termination of this Lease, Tenant shall pay Landlord $67,367.05 (“Termination Fee”) simultaneously with the Termination Notice sent by providing Tenant to Landlord.
d. Tenant’s obligations to pay Fixed Basic Rent, Additional Rent, and any other costs or charges under this Lease, and to perform all other Lease obligations for the period up to and including the Termination Date, shall survive the termination of this Lease.
e. Notwithstanding the foregoing, if at any time during the period on or after the date on which Tenant shall exercise its Termination Option, up to and including the Termination Date, Tenant shall be in default of this Lease, then Landlord with written notice may elect, but is not obligated, to cancel and declare null and void Tenant’s exercise of such the Termination Option election (and this Lease shall continue in full force and effect for the “full Term hereof unaffected by Tenant’s exercise of the Termination Notice”)Option. Such If Landlord does not cancel Tenant’s exercise of the Termination Notice Option after Tenant’s default, Tenant shall be effective only if it is given cure any default within the period of time specified in this Lease and this obligation shall survive the Termination Date.
f. In the event Tenant exercises the Termination Option, Tenant covenants and agrees to surrender full and complete possession of the Premises to Landlord at least nine (9) full calendar months prior to on or before the Termination Date (vacant, broom-clean, in good order and condition, and, in accordance with the “provisions of this Lease, and thereafter the Premises shall be free and clear of all leases, tenancies, and rights of occupancy of any entity claiming by or through Tenant.
g. If Tenant shall fail to deliver possession of the Premises on or before the Termination Notice Deadline”); accordinglyDate in accordance with the terms hereof, if Tenant has not given its shall be deemed to be a holdover Tenant from and after the Termination Notice Date, and in such event all covenants and terms of Article 19 shall apply and shall also be liable to Landlord prior for all costs and expenses incurred by Landlord in securing possession of the Premises. Landlord may accept any such sums from Tenant without prejudice to Landlord’s right to evict Tenant from the Premises by any lawful means.
h. If Tenant properly and timely exercises the Termination Option and properly and timely satisfies all other monetary and non-monetary obligations under this Lease, the Lease as it applies to the Premises shall cease and expire on the Termination Notice DeadlineDate with the same force and effect as if said Termination Date were the date originally provided in this Lease as the Expiration Date of the Term hereof.
i. If this Lease has been assigned or all or a portion of the Premises has been sublet, this Termination Option shall expire be deemed null and be of no further force void and neither Tenant nor any assignee or effect, and Tenant subTenant shall have no the right or to exercise such option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after during 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 such assignment 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Datesublease.
Appears in 1 contract
Termination Option. Notwithstanding anything to the contrary contained Tenant may at its option terminate this Lease in this Lease, Tenant shall have the one-time option its entirety (the “"Termination Option”") to terminate this Lease, effective as of the last day of the sixtieth seventh (60th7th) full calendar month of the Term Lease Year (the “"Early Termination Date”), ") by providing Landlord with delivering written notice of such Termination Option election its intent to terminate this Lease (the “"Termination Notice”). Such Termination Notice shall be effective only if it is given ") to Landlord at least nine on or before the date twelve (912) full calendar months prior to the Early Termination Date accompanied by payment of one-half (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to 1/2) of the Termination Notice Deadline, this Termination Option shall expire and be Fee (defined below). The other one-half (1/2) 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” Fee 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 to Landlord on the earlier to occur of Tenant's vacation of the damages which would Premises or the Early Termination Date. If Tenant fails to timely deliver its Termination Notice and pay the initial one-half (1/2) of the Termination Fee, Tenant will be incurred deemed to have waived such Termination Option. If (i) there are any uncured defaults by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time as of the delivery of date Tenant delivers the Termination Notice or as of the Early Termination Date, or (ii) Tenant's exercise of its expansion and/or right of first refusal rights under this Appendix F or any other expansion of the Premises has resulted in the "Premises" under this Lease totalling more than 152,331 Rentable Square Feet in Buildings 6, 7, 8 and 9 as of the Early Termination Date, the Termination Option shall be void, and the Lease shall remain in effect. If Tenant properly exercises its Termination Option, this Lease shall terminate as of the Early Termination Date, with all remaining obligations of the parties thereupon extinguished in full. In the event the Premises consists of Building 8 only as of the Early Termination Date, the "Termination Fee" shall equal $2,290,000.00. In the event the Premises has expanded beyond Building 8 as of the Early Termination Date, whether pursuant to this Appendix F or otherwise, then the Termination Fee as aforesaid shall increase by the following amounts: (a) the total aggregate amount of Landlord's Contribution for such expansion space, plus any other monetary concession granted to Tenant for such space under the terms of this Lease or otherwise (e.g., moving expenses, equipment allowances, rent credits, etc.), which would be unamortized as of the Early Termination Date, assuming that such total aggregate amount were to be fully amortized over the term of the Lease (as amended) applicable to the expansion space, using an interest rate of 10% per annum, plus (b) the difference between (i) the total amount of Base Rent which would have been due and payable by Tenant for such expansion space over the period from the term commencement date for such expansion space until the Early Termination Date, using the average Base Rent per square foot per year for such space from such expansion commencement date until the originally scheduled Termination Date of the Lease applicable to such expansion space, less (ii) the total amount of Base Rent actually paid by Tenant for such shorter period with respect to such expansion space, plus (c) the sum of the monthly installments of Base Rent and Operating Cost Share Rent which would have been payable in the first four (4) full calendar months following the Early Termination Date with respect to such expansion space. Any amendment to the Lease done in connection with expansion of the Premises shall contain a recalculation of the Termination Fee in accordance with the foregoing, provided that such recalculation shall be self-operative upon such expansion of the Premises, without regard to whether same is addressed in a Lease amendment. APPENDIX G FORM OF LETTER OF CREDIT [Letterhead of Financial Institution] IRREVOCABLE LETTER OF CREDIT No. _____________ _____________________, ____ CarrAmerica Realty, L.P. t/a Riata Corporate Park, as Landlord under the Lease referred to below 0000 Xxxxx XxXxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Attn: Market Officer Gentlemen:
1. We hereby establish, at the request and for the account of Pervasive Software Inc. (the "Tenant"), in your favor as Landlord ("Landlord"), or any successor or assign of Landlord, under that certain Lease between Landlord and Tenant, dated as of ____________________, 1998 (the "Lease"), and Landlord's successors and assigns, our Irrevocable Letter of Credit No. ______, in the amount of U.S. $175,000.00 (the "Stated Amount"), as more fully set forth hereinafter, effective immediately and expiring at the close of banking business at our [office address of Financial Institution] office on _____________________ (the "Stated Expiration Date").
2. Funds under this Letter of Credit are available to you against your sight draft(s) drawn on us, stating on its face: "Drawn under [Name of Financial Institution] Irrevocable Letter of Credit No. ______" and accompanied by your written, completed and executed certificate in the form attached hereto as Schedule 1 with appropriate insertions. Such draft(s) and certificate(s) shall be dated the date of presentation, which shall be made at any time during our business hours on a Business Day (as hereinafter defined) at our main office located at _________________________, _______, Texas (Attention: _________________), or at any other office of ours located in ________, Texas, that may be designated by us by written notice delivered to you. If we receive your draft(s) and certificate(s) at such office, we shall, by no later than 11:00 a.m., ________, Texas time, on the third Business Day following the date of such demand, make payment to you of the amount demanded. All payments hereunder shall be made in immediately available funds to the Landlord at the address set forth above in Austin, Texas. "Business Day" shall mean any day other than a Saturday, Sunday, or other day on which national banks in the city in which is located the office of the Landlord or [Name of Financial Institution] are authorized or required by law to close.
Appears in 1 contract
Termination Option. Notwithstanding anything to the contrary contained in this Leaseherein, Tenant shall have the a one-time option to surrender the Premises (the “Termination Option”) in accordance with the following terms and conditions:
.A If Tenant desires to exercise the Termination Option, Tenant shall give Landlord irrevocable written notice (“Termination Notice”) of Tenant’s exercise of this Termination Option, which shall be delivered by certified mail which Termination Notice must be received by Landlord no later than the date that is twelve (12) full months prior to the Termination Date. TIME IS OF THE ESSENCE with respect to Landlord’s receipt of the Termination Notice and all other deadlines in this Article.
.B If Tenant gives the Termination Notice and complies with all the provisions in this Article, the Lease as it applies to the Premises only shall terminate this Lease, effective as of at 11:59 p.m. on the last day of the sixtieth month during which the day prior to the three (60th3) full calendar month year and four (4) months anniversary of the Term Commencement Date occurs (the “Termination Date”).
.C In consideration for Tenant’s termination of this Lease, Tenant shall pay Landlord $322,115.00 (“Termination Fee”) simultaneously with the Termination Notice sent by providing Tenant to Landlord.
.D Tenant’s obligations to pay Fixed Basic Rent, Additional Rent, and any other costs or charges under this Lease, and to perform all other Lease obligations for the period up to and including the Termination Date, shall survive the termination of this Lease.
.E Notwithstanding the foregoing, if at any time during the period on or after the date on which Tenant shall exercise its Termination Option, up to and including the Termination Date, Tenant shall be in default of this Lease, then Landlord with written notice may elect, but is not obligated, to cancel and declare null and void Tenant’s exercise of such the Termination Option election (and this Lease shall continue in full force and effect for the “full Term hereof unaffected by Tenant’s exercise of the Termination Notice”)Option. Such If Landlord does not cancel Tenant’s exercise of the Termination Notice Option after Tenant’s default, Tenant shall be effective only if it is given cure any default within the period of time specified in this Lease and this obligation shall survive the Termination Date.
.F In the event Tenant exercises the Termination Option, Tenant covenants and agrees to surrender full and complete possession of the Premises to Landlord at least nine (9) full calendar months prior to on or before the Termination Date (vacant, broom-clean, in good order and condition, and, in accordance with the “provisions of this Lease, and thereafter the Premises shall be free and clear of all leases, tenancies, and rights of occupancy of any entity claiming by or through Tenant.
.G If Tenant shall fail to deliver possession of the Premises on or before the Termination Notice Deadline”); accordinglyDate in accordance with the terms hereof, if Tenant has not given its shall be deemed to be a holdover Tenant from and after the Termination Notice Date, and in such event all covenants and terms of Article 19 shall apply and shall also be liable to Landlord prior for all costs and expenses incurred by Landlord in securing possession of the Premises. Landlord may accept any such sums from Tenant without prejudice to Landlord’s right to evict Tenant from the Premises by any lawful means.
.H If Tenant properly and timely exercises the Termination Option and properly and timely satisfies all other monetary and non-monetary obligations under this Lease, the Lease as it applies to the Premises shall cease and expire on the Termination Notice DeadlineDate with the same force and effect as if said Termination Date were the date originally provided in this Lease as the Expiration Date of the Term hereof.
.I If this Lease has been assigned or all or a portion of the Premises has been sublet, this Termination Option shall expire be deemed null and be void and neither Tenant nor any assignee or subTenant shall have the right to exercise such option during the term of no further force such assignment or effectsublease. EACH PARTY AGREES that it will not raise or assert as a defense to any obligation under this Lease, or make any claim that this Lease is invalid or unenforceable, due to any failure of this document to comply with ministerial requirements, including requirements for corporate seals, attestations, witnesses, notarizations or other similar requirements, and Tenant shall have no each party hereby waives the right to assert any such defense or option make any claim of invalidity or unenforceability due to terminate any of the foregoing. THE PARTIES to 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 have executed and delivered this Lease pursuant to as of the provisions of this Special Stipulation Nodate set forth above. 4LANDLORD: 5 INDEPENDENCE SPE LLC By: Xxxx SLG NJ Mezz LLC, sole member By: Xxxx SLG NJ Operating Partnership, sole member By: Xxxx SLG NJ GP LLC, general partner By: Xxxx-Xxxxx-Xxxx LLC, sole member By: Xxxx-Xxxx Ventures L.L.C., managing member By: Xxxx-Xxxx Realty, L.P., sole member By: Xxxx-Xxxx Realty Corporation, its general partner By: Xxxxxxx X. Xxxxxxxx Executive Vice President INTELLIGROUP, INC. By:_____________________ Name: Title: Tenant will pay in addition to the Fixed Basic Rent provided in this Lease, Additional Rent to cover Tenant’s delivery Percentage of its Termination Noticethe increased cost to Landlord, Tenant must have delivered to Landlord with its Termination Noticefor each of the categories enumerated in this Exhibit, an amount as a termination fee (collectively, over the “Termination Fee”) equal Base Period Costs” for these categories.
a. Operating Cost Escalation -- If the Operating Costs incurred for the Real Property for any Lease Year or Partial Lease Year during the Term will be greater than the Base Operating Costs (reduced proportionately to correspond to the sum duration of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14periods less than a Lease Year), plus (ii) all unamortized Transaction Coststhen Tenant will pay to Landlord, as hereinafter definedAdditional Rent, incurred Tenant’s Percentage of all such excess Operating Costs. Operating Costs will include, by way of illustration and not of limitation: personal property taxes; management fees; labor, including all wages and salaries; social security and other taxes which may be levied against Landlord upon such wages and salaries; supplies; repairs and maintenance; maintenance and service contracts; painting; wall and window washing; tools and equipment (which are not required to be capitalized for federal income tax purposes); trash removal; lawn care; snow removal and all other items properly constituting direct operating costs according to standard accounting practices (collectively referred to as the “Operating Costs” in connection with this Lease and Lease); but not including depreciation of Building or equipment; interest; income or excess profits taxes; costs of maintaining the Landlord’s corporate existence; franchise taxes; any expenditures required to be capitalized for federal income tax purposes, unless said expenditures are for the purpose of reducing Operating Costs at the Real Property, or those which under generally applied real estate practice are expensed or regarded as deferred expenses or are required under any Legal Requirement, in which event the costs thereof shall be included. Notwithstanding anything contained herein to the contrary, any additional costs incurred by Landlord for during the Calendar Year by reason of Landlord or any other expansion space leased by of its vendors entering into new labor contracts or renewals or modifications of existing labor contracts will not be included in Base Operating Costs. In addition, Tenant will pay Landlord Tenant, ’s Percentage of all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, costs and (iii) legal fees expenses incurred by Landlord in connection with this Lease complying with any “homeland security” requirements 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 such costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will not 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 included 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination DateOperating Costs.
Appears in 1 contract
Samples: Lease Agreement (Intelligroup Inc)
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 By written notice of such Termination Option election (the “"Tenant's Termination Notice”). Such Termination Notice shall be effective only if it is ") given by Tenant to Landlord at least nine (9) full calendar months any time prior to the Termination 270th day prior to the third (3rd) anniversary of the Warehouse Premises Commencement Date, Tenant may elect to cancel and terminate this Lease effective on the day immediately preceding the third (3rd) anniversary of the Warehouse Premises Commencement Date (the “"Early Termination Notice Deadline”)Date") but not before or after said date; accordinglyprovided, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadlinehowever, 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 that 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 Noticesuch cancellation and termination, Tenant must have delivered deliver to Landlord together with its Tenant's Termination Notice, Notice good funds in 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), 238,134.00 plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred an amount equal to twelve (12) months annual fixed rent respecting space in connection with this Lease and incurred by Landlord for any other expansion space the Building (in addition to the Initial Premises) leased by Tenant pursuant to Sections 2.4 or 2.5 or otherwise (collectively herein called "Tenant's Termination Payment") and provided further that notwithstanding such termination and as a further condition precedent thereto, (i) Tenant shall pay to Landlord on a timely basis all Annual Fixed Rent, Tenant's share of operating costs, taxes and electricity, and all Additional Rent and, other amounts due from Tenant (including, but not limited to, all amortized using an interest rate past due amounts thereof) through the Early Termination Date, (it being acknowledged and agreed that Tenant's Termination Payment is in addition to such amounts and no credit shall be given towards the payment of nine percent such amount on account of the payment of Tenant's Termination Payment), (9%ii) per annum over there shall be no "Event of Default" (as defined in Section 15.1) on either the ninety-one (91) month term of this Lease, date Tenant gives Tenant's Termination Notice or on the Early Termination Date and (iii) legal fees incurred Tenant shall quit and vacate the Premises as of the Early Termination Date and surrender the same in the condition required by the applicable provisions of this Lease. In the event that Tenant's share of such operating costs, taxes and electricity, and such other Additional Rent and other amounts due through the Early Termination Date is not finally determined as of the giving of Tenant's Termination Notice, Tenant shall make payment on account as reasonably estimated by Landlord if so requested by Landlord and in connection with this Lease and any future amendment whereby event 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 make final payment of amounts due through the Early Termination Date within thirty (30) days after final billing therefor by Landlord. With respect In the event of overpayment by Tenant, Landlord shall refund such overpayment 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 within a reasonable pre-estimate period of time not to exceed thirty (30) days. The obligations of Tenant and Landlord set forth in this Section 3.1.1 shall survive the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such losshereunder. If Tenant shall continue not give to be liable for its obligations under Landlord an Early Termination Notice as provided in this Lease to and through Section 3.1.1 (time being of the Termination Dateessence), including, without limitation, Additional Rent that accrues pursuant to the terms provisions of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 Section 3.1.1 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Datedeemed null and void.
Appears in 1 contract
Samples: Lease Agreement (Streamline Inc)
Termination Option. Notwithstanding anything to the contrary contained in this Lease, (a) Tenant shall have the a conditional one-time option (the “Termination Option”) right to terminate this Lease, Lease effective as of the last day of the sixtieth sixth Lease Year (60th) full calendar month of the Term (the “Early Termination Date”), by providing which right shall be subject to, and must be exercised in accordance with, the terms and conditions of this Section 9.18. Said Termination Right shall be subject to and exercised in strict accordance with the terms set forth below. Tenant’s Termination Right shall be expressly subject to the satisfaction of all of the following conditions:
(i) Tenant notifies Landlord with written notice in writing of Tenant’s election to exercise such Termination Option election Right (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord ) at least nine twelve (912) full calendar months prior to the Early Termination Date Date;
(ii) at 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 time 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, there is no default, beyond the applicable notice and cure period (if any), by Tenant must have delivered hereunder; and
(iii) Tenant’s Termination Notice is accompanied by payment to Landlord with its Landlord, as Additional Rent hereunder, of the Termination Notice, an amount Fee (as a termination fee defined below).
(collectively, the “b) The Termination Fee”) Fee shall be equal to the sum of of: (i) Ninety Thousand Three Hundred Twenty-Five $839,790.00; and 14/100Dollars ($90,325.14), plus (ii) all the unamortized Transaction CostsLandlord’s Costs (defined below). For the purposes hereof, 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 Landlord’s Costs shall mean: (9%A) per annum over the ninety-one (91) month term of this Lease, and (iii) legal brokerage fees incurred by Landlord in connection with this Lease and or any future amendment whereby to this Lease, and (B) the Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, Allowance (hereinafter defined) and any tenant other or future improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances allowance or similar improvement costs and expenses provided to Tenant paid or incurred by Landlord. With Landlord with respect to the Premises or any future expansion spaceadditional spaced leased by Tenant pursuant to the Lease or any amendment hereto. For the purpose of determining the unamortized portion of the Landlord’s Costs, the Transaction Costs all such Landlord’s Costs, along with interest thereon at ten percent (10%) per annum, will be amortized on a straight line basis over the period commencing beginning on the effective commencement 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages Base Rent obligations with respect to such loss. any space (including the initial Premises) leased hereunder by Tenant, and ending on the Expiration Date (as defined in Section 1.24).
(c) If Tenant shall continue to be liable for its obligations under properly exercises the Termination Right and the conditions applicable thereto have been met, this Lease to and through shall be deemed terminated on the Early Termination Date, including, without limitation, Additional Rent that accrues pursuant Tenant shall return possession of the Premises to Landlord in broom clean condition and as otherwise required by the terms of this Lease, with all of and the parties respective rights and obligations hereunder shall terminate, except for those obligations which accrue prior to such Early Termination Date and those rights and obligations surviving which expressly, or by their nature, survive the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Dateincluding all indemnification obligations hereunder).
Appears in 1 contract
Samples: Deed of Lease (Vocus, Inc.)
Termination Option. Notwithstanding anything to Section 37.1 (a) Provided that at the contrary contained time of such exercise (1) there exists no monetary or material non-monetary Event of Default that has occurred and is then continuing and (2) this Lease is in this Leasefull force and effect, then Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, effective as of the last day fifteenth (15th) anniversary of the sixtieth (60th) full calendar month of the Term Rent Commencement Date (the “Termination Date”); provided, by providing Landlord however, that such termination shall only be effective upon compliance with the following terms and conditions:
(i) Tenant shall deliver 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 of its election to terminate this Lease no later than eighteen (918) full calendar months prior to the Termination Date (the “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 be irrevocable upon delivery and time shall be of no further force or effect, and the essence in connection with the exercise by Tenant shall have no of its right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after Article 37; and
(ii) Tenant shall pay to Landlord, as consideration for the Termination Notice Deadline. As a condition precedent to any termination privilege 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 Noticetermination, an amount as a termination fee (collectively, the “Termination FeePayment”) equal to the sum of (ix) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all the then 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 costs 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to all leasing commissions, the terms value of this Leaseany free rent, with all of such obligations surviving attorneys’ fees and disbursements and Landlord’s Contribution), in each case amortized on a straight line basis over the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenantinitial Term, and or in the event case of any assignment Expansion Space or Offered Space, over the Term of this Lease relating to such Expansion Space or sublease by TenantOffered Space (including the cancelable portion of the Term) commencing on the Rent Commencement Date, this together with interest thereon at eight percent (8%) and (y) an amount equal to the then Fixed Rent hereunder for the eight (8) months immediately following the Termination Option shall thenceforth be void and of no further force or effectDate. Tenant’s rights under this Special Stipulation No. 4 The Termination Payment shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of due and payable simultaneously with the delivery to Landlord of the Termination Notice. At least ninety (90) days prior to the date on which Tenant delivers the Termination Notice or as to Landlord, Tenant may deliver a written notice (the “Termination Payment Amount Notice”) stating the date on which Tenant intends to deliver the Termination Notice and requesting that Landlord specify the amount of the Termination DatePayment. Landlord shall deliver a written notice to Tenant specifying the amount of the Termination Payment within thirty (30) days of Landlord’s receipt of the Termination Payment Amount Notice.
Appears in 1 contract
Samples: Lease Agreement (MSCI Inc.)
Termination Option. Notwithstanding anything In the event that Tenant validly exercises its option and Landlord is unable for any reason to provide Tenant with the contrary contained additional 7,000 square feet of space described in this LeaseSection 22.3(a) or the additional 6,000 square feet of space described in Section 22.3(b), Tenant then in either such event Tenant's sole remedy against Landlord shall have the one-time option (the “Termination Option”) be to terminate this Lease, effective as 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 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 effectThird Floor Expansion Space, and Tenant shall have no right or option (ii) in the case of Landlord's inability to terminate 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 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 Noticeoption, Tenant must have delivered (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 with its Termination Noticenot later than the effective date of Lease termination all amounts due under this Lease, an amount as plus a termination fee (collectively, the “Termination Fee”) cancellation penalty equal to the sum of (ithe following: the unamortized portion of all Tenant Concessions [as described in Section 2.1(d)) Ninety Thousand Three Hundred Twenty-Five 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 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, of Landlord's other reasonable costs and expenses incurred in connection with this Lease terminating existing leases with Gowix xxx Financial Planning and/or relocating them to different space in the Building (including without limitation, brokerage fees and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent attorney's fees). Within one hundred eight (9%180) per annum over days after the ninety-one (91) month term execution of this Lease, Landlord 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, will agree upon 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenantcancellation penalty, and they shall execute an Agreement Regarding Cancellation Penalty in the event form of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.Exhibit F.
Appears in 1 contract
Termination Option. Notwithstanding anything to the contrary contained in this Leaseherein, Tenant Lessee shall have the a one-time option to surrender the Premises (the “"Termination Option”") in accordance with the following terms and conditions:
a. If Lessee desires to exercise the Termination Option, Lessee shall give Lessor irrevocable written notice ("Termination Notice") of Lessee's exercise of this Termination Option, which shall be delivered by certified mail which Termination Notice must be received by Lessor no later than the date that is twelve (12) full months prior to the Termination Date. TIME IS OF THE ESSENCE with respect to Lessor's receipt of the Termination Notice and all other deadlines in this Article.
b. If Lessee gives the Termination Notice and complies with all the provisions in this Article, the Lease as it applies to the Premises only shall terminate this Lease, effective as of at 11:59 p.m. on the last day of the sixtieth month during which the fifth (60th5th) anniversary of the Commencement Date occurs (the "Termination Date").
c. In consideration for Lessee's termination of this Lease, Lessee shall pay Lessor $323,230.00 ("Termination Fee") simultaneously with the Termination Notice sent by Lessee to Lessor.
d. Lessee's obligations to pay Fixed Basic Rent, Additional Rent, and any other costs or charges under this Lease, and to perform all other Lease obligations for the period up to and including the Termination Date, shall survive the termination of this Lease.
e. Notwithstanding the foregoing, if at any time during the period on or after the date on which Lessee shall exercise its Termination Option, up to and including the Termination Date, Lessor shall have notified Lessee in writing of a default and Lessee shall remain in default after the expiration of any applicable grace or cure period, then Lessor may elect, but is not obligated, to cancel and declare null and void Lessee's exercise of the Termination Option by notice to Lessee thereof and this Lease shall continue in full calendar month force and effect for the full Term hereof unaffected by Lessee's exercise of the Termination Option. If Lessor does not cancel Lessee's exercise of the Termination Option after Lessee's default, Lessee shall cure any default within the period of time specified in this Lease and this obligation shall survive the Termination Date.
f. In the event Lessee exercises the Termination Option, Lessee covenants and agrees to surrender full and complete possession of the Premises to Lessor on or before the Termination Date vacant, broom-clean, in good order and condition, and, in accordance with the provisions of this Lease, and thereafter the Premises shall be free and clear of all leases, tenancies, and rights of occupancy of any entity claiming by or through Lessee.
g. If Lessee shall fail to deliver possession of the Premises on or before the Termination Date in accordance with the terms hereof, Lessee shall be deemed to be a holdover Lessee from and after the Termination Date, and in such event all covenants and terms of Article 25 shall apply and shall also be liable to Lessor for all costs and expenses incurred by Lessor in securing possession of the Premises. Lessor may accept any such sums from Lessee without prejudice to Lessor's right to evict Lessee from the Premises by any lawful means.
h. If Lessee properly and timely exercises the Termination Option and properly and timely satisfies all other monetary and non-monetary obligations under this Lease, the Lease as it applies to the Premises shall cease and expire on the Termination Date with the same force and effect as if said Termination Date were the date originally provided in this Lease as the Expiration Date of the Term (hereof.
i. If this Lease has been assigned or all or a portion of the “Termination Date”), by providing Landlord with written notice Premises has been sublet to other than an Affiliate 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 DeadlineLessee, this Termination Option shall expire be deemed null and be of no further force void and neither Lessee nor any assignee or effect, and Tenant sublessee shall have no the right or to exercise such option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after during 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 such assignment 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Datesublease.
Appears in 1 contract
Samples: Lease Agreement (American Business Financial Services Inc /De/)
Termination Option. Notwithstanding anything Tenant has a one time right to the contrary contained in terminate this Lease, Tenant shall have the one-time option Lease (the “Early Termination Option”) to terminate this Lease, with such termination being effective as of at any point in time after the last day of the sixtieth sixty second (60th62th) full calendar month of the Term (the “Early Termination Date”), by providing giving Landlord with at least nine months prior written notice of such Termination Option election (the “Tenant’s Early Termination Notice”). Such , provided that: (1) on or before the Early Termination Notice shall be effective only if it is given Date, Tenant has paid Landlord all amounts due and owing under the Lease; and (2) Tenant pays 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 within ten days after the Termination Notice Deadline. As a condition precedent to any termination delivery of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Early 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 unamortized portion of the Landlord’s leasing costs, equal to be $30.00 per square foot for tenant improvements and $7.50 per square foot for leasing commission charges (i) Ninety Thousand Three Hundred Twenty-Five i.e. broker fees and 14/100Dollars ($90,325.14costs), plus based on amortizing such costs with interest thereon at the rate of 8% per annum, and a termination penalty equal to two months’ gross rent. Tenant’s right to exercise this Early Termination Option is conditioned on: (iia) all unamortized Transaction Coststhere being no uncured Event of Default at the time of exercise of the Early Termination Option or on the Early Termination Date; and (b) Tenant not having subleased or assigned its interest under the Lease (other than to an Affiliate), 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 date 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 exercise of the Early Termination Option 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 spaceEarly Termination Date. It If this Early Termination Option is hereby acknowledged that any such amount required to be paid by timely exercised, Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate will deliver possession of the damages which would be incurred by Premises to Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, on the Early Termination Date in that regard, constitutes liquidated damages accordance with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this LeaseLease and all other terms will apply as if this Lease had expired according to its terms, with all including Tenant’s Share of Expenses attributable to periods prior to the Early Termination Date at such obligations surviving time as such obligation is determined. If Tenant fails to timely give notice, Tenant will be deemed to have waived its right to terminate pursuant to this Section. This Early Termination Right is personal to Tenant (and not to any assignee or subtenant, other than an Affiliate) and may not be assigned, it being agreed such right is not appurtenant to the early termination of Premises or this Lease. The rights granted ; upon a Transfer of the Lease by Tenant (other than to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenantan Affiliate), this Termination Option shall thenceforth be void Section is null and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Datevoid.
Appears in 1 contract
Samples: Lease Agreement (Xata Corp /Mn/)
Termination Option. Notwithstanding anything to the contrary contained in this the Lease, Tenant shall have the one-time option right to terminate the Lease, but only with respect to the Eighth Additional Vivarium Premises (and no less than all of the Eighth Additional Vivarium Premises), by providing written notice (the “Eighth Additional Vivarium Termination OptionNotice”) to terminate this Lease, effective as of the last day of the sixtieth Landlord at least sixty (60th60) full calendar month of the Term days prior to Tenant’s desired termination date (the “Eighth Additional Vivarium Termination Date”), by providing Landlord with written notice of such which Eighth Additional Vivarium Termination Option election (Date shall be set forth in the “Eighth Additional Vivarium Termination Notice”). Such Subject to (a) Landlord’s timely receipt of the Eighth Additional Vivarium Termination Notice shall be effective only if it is given to Landlord at least nine and (9b) full calendar months prior Tenant surrendering the Eighth Additional Vivarium Premises in the condition required under the Lease (including, without limitation, Section 18.2 and Article 26 of the Lease), then, as of the Eighth Additional Vivarium Termination Date, the Lease with respect 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 Eighth Additional Vivarium Premises only shall expire terminate and be of no further force or effect, and Landlord and Tenant shall have no be relieved of their respective obligations under the Lease with respect to the Eighth Additional Vivarium Premises only from and after the Eighth Additional Vivarium Termination Date, except with respect to those obligations set forth in the Lease that expressly survive the expiration or earlier termination thereof, including payment by Tenant of all amounts owed by Tenant pursuant to the Lease with respect to the Eighth Additional Vivarium Premises for the period up to and including the Eighth Additional Vivarium Termination Date. The termination right or option granted to terminate this Lease Tenant 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 Section shall automatically terminate 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. effect in the event that (y) Tenant assigns, subleases or otherwise Transfers the Eighth Additional Vivarium Premises or any portion thereof to other entities or persons, other than in connection with an Exempt Transfer (or in connection with any sublease approved by Landlord pursuant to Article 29 of the Lease), or (z) Tenant’s rights under right to possession of the Eighth Additional Vivarium Premises has previously been terminated. The termination right granted to Tenant pursuant to this Special Stipulation No. 4 shall Section is personal to Omeros Corporation, a Washington corporation (“Omeros”) and any Permitted Transferees of Omeros, and may not be effective only if Tenant is not exercised by any other assignee, sublessee or transferee of Tenant’s or a Permitted Transferee’s interest in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.
Appears in 1 contract
Samples: Lease (Omeros Corp)
Termination Option. Notwithstanding anything to Provided: (i) no Event of Default then exists; (ii) this Lease is in full force and effect; and (iii) Tenant is the contrary contained in this Leaseoriginally named Tenant or a Permitted Transferee, Tenant shall have has the one-time option right to terminate this Lease with respect to one or more contiguous floors of the Premises effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each of the following terms and conditions (the “Termination Option”) to terminate this Lease, effective as of ). The “Termination Date” means the last day of the sixtieth (60th) 127th full calendar month of after the Term (Commencement Date. If Tenant desires to exercise the “Termination Date”)Option, by providing Tenant must give to Landlord with irrevocable written notice of such Tenant’s exercise of the Termination Option election (the “Termination Notice”), together with the Termination Payment (as defined below), which notice shall specify which floor(s) are being terminated (provided if Tenant does not specify, then the Termination Option shall be for all of the Premises). Such The Termination Notice shall and the Termination Payment must be effective only received by Landlord no later than the Termination Deadline, failing which the Termination Option is deemed waived (provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). The “Termination Deadline” means: (i) if it Tenant and/or a Permitted Transferee is given to Landlord at least nine (9) then occupying 3 or more full calendar floors of the Building, the date that is 30 months prior to the Termination Date Date; or (the “Termination Notice Deadline”); accordingly, ii) if Tenant has not given its Termination Notice to Landlord and/or a Permitted Transferee is then occupying less than 3 full floors of the Building, the date that is 24 months 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 NoDate. 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 The “Termination Fee”) equal to Payment” means the sum of the unamortized (i) Ninety Thousand Three Hundred Twentyamortized on a straight-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection line basis with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9at 8%) per annum over amount as of the ninety-one (91) month term Termination Date of this Lease, and (iii) legal fees incurred by Landlord the following 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 to this Lease with respect to the portion of the Premises being terminated: (i) brokerage commissions and attorneys’ fees paid by Landlord; (ii) rent concessions; and cash allowances or similar costs and expenses provided to Tenant or (iii) total cost incurred by Landlord for improvements to the Premises, including without limitation the Leasehold Improvements and any Building Improvements (as defined in Section 30) and Total Façade Costs (as defined in Section 30), plus any and all allowances to Tenant, including without limitation the Improvement Allowance and the Additional Allowance used by Tenant. Promptly following the Commencement Date, and within 30 days after Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date ’s receipt of Tenant’s lease written request therefor, the parties shall execute and deliver a statement confirming the amount of such expansion space through the expiration date of Termination Payment. Tenant’s lease payment of the Termination Payment is a condition precedent to the termination of this Lease on the Termination Date, and such expansion spaceobligation survives the Expiration Date. It is hereby acknowledged Tenant acknowledges and agrees that any such amount required to be paid by Tenant in connection with such early termination the Termination Payment is not a penalty but a and is fair and reasonable pre-estimate compensation to Landlord for the loss of expected rentals from Tenant. The Termination Payment is payable only by wire transfer or cashier’s check. Time is of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages essence with respect to such lossthe dates and deadlines set forth herein. Tenant shall continue to be liable for its obligations under this Lease Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and through including the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms Tenant is in default of this Lease, with beyond all of such obligations surviving the early termination of this Lease. The rights granted applicable notice, cure and grace periods, then Landlord may elect, but is not obligated, by written notice to Tenant under to cancel and declare null and void Tenant’s exercise of the Termination Option, in which case this Special Stipulation NoLease shall continue in full force and effect for the full Term unaffected by Tenant’s exercise of the Termination Option. 4 are personal As of the date Tenant delivers the Termination Notice, any and all unexercised rights or options of Tenant to extend the named TenantTerm or expand the Premises (whether expansion options, rights of first refusal, rights of first offer, or otherwise), and any and all outstanding tenant improvement allowance not properly claimed by Tenant in the event of any assignment of accordance with this Lease or sublease immediately terminate and are automatically, without further action required by Tenantany party, this Termination Option shall thenceforth be null and void and of no further force or effect. If Tenant timely and properly exercises the Termination Option in accordance with this paragraph and Landlord has not negated the effectiveness of Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery exercise of the Termination Notice or Option pursuant to the foregoing, this Lease and the Term for the terminated Premises shall come to an end on the Termination Date with the same force and effect as if the Term were fixed to expire on such date, the Expiration Date shall be the Termination Date, and the terms and provisions of Section 18 shall apply with respect to the terminated premises. If the terminated Premises are less than all of the Premises, then this Lease shall remain in full force and effect with respect to the balance of the Premises, and all provisions in this Lease based on the square footage of the Premises, including without limitation Rent and Tenant’s Share, shall be adjusted accordingly effective on the day immediately following the Termination Date.
Appears in 1 contract
Samples: Lease (Spark Therapeutics, Inc.)
Termination Option. Notwithstanding anything to the contrary contained in this Leaseherein, Tenant shall have the one-time option to terminate the Lease (the “Termination Option”) in accordance with the following terms and conditions:
a. If Tenant desires to terminate exercise the Termination Option, Tenant shall give Landlord irrevocable written notice (“Termination Notice”) of Tenant’s exercise of this LeaseTermination Option, effective which shall be delivered by certified mail which Termination Notice must be received by Landlord no later than the date that is two hundred and seventy (270) days prior to the Termination Date (as defined below) elected by Tenant in such Termination Notice, and which Termination Notice may be delivered to Landlord no earlier than July 1, 2023. TIME IS OF THE ESSENCE with respect to Landlord’s receipt of the last day of Termination Notice and all other deadlines in this Article.
b. If Tenant gives the sixtieth (60th) full calendar month of Termination Notice and complies with all the Term provisions in this Article, the Lease shall terminate at 11:59 p.m. on the date specified by Tenant in the Termination Notice (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice but in no event shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date (be earlier than March 31, 2024 regardless of the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to date that the Termination Notice Deadlineis delivered.
c. Tenant’s obligations to pay Fixed Basic Rent, this Termination Option shall expire and be of no further force or effectAdditional Rent, and Tenant any other costs or charges under this Lease, and to perform all other Lease obligations for the period up to and including the Termination Date, shall have no right or option to terminate survive the termination of this Lease pursuant to this Special Stipulation No. 4 Lease.
d. Notwithstanding the foregoing, if at any time during the period on or after the date on which Tenant shall exercise its Termination Notice Deadline. As a condition precedent Option, up to any termination and including the Termination Date, Tenant shall be in default of this Lease, beyond any applicable notice and cure periods, then Landlord may elect, but is not obligated, to cancel and declare null and void Tenant’s exercise of the Termination Option and this Lease pursuant shall continue in full force and effect for the full Term hereof unaffected by Tenant’s exercise of the Termination Option.
e. In the event Tenant exercises the Termination Option, Tenant covenants and agrees to surrender full and complete possession of the Premises to Landlord on or before the Termination Date vacant, broom-clean, in good order and condition, and, in accordance with 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 thereafter the Premises shall be free and clear of all leases, tenancies, and rights of occupancy of any entity claiming by or through Tenant.
f. If Tenant shall fail to deliver possession of the Premises on or before the Termination Date in accordance with the terms hereof, Tenant shall be deemed to be a holdover Tenant from and after the Termination Date, and in such event all covenants and terms of Article 19 of the Lease shall apply, except that the 150% figure in Article 19 of the Lease shall be increased to 200%. Tenant shall also be liable to Landlord for all costs and expenses incurred by Landlord in connection with this Lease securing possession of the Premises. Landlord may accept any such sums from Tenant without prejudice to Landlord’s right to evict Tenant from the Premises by any lawful means.
g. Subject to Landlord’s right to cancel and any future amendment whereby declare null and void Tenant’s exercise of the Termination Option pursuant to Section 3.10 d. above, if Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent properly and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion spacetimely exercises the Termination Option, the Transaction Costs will be amortized over the period commencing Lease shall cease and expire on the effective Termination Date with the same force and effect as if said Termination Date were the 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 originally provided 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all as modified by this 5th Amendment, as the Expiration Date of the Term hereof.
h. If the Tenant under the Lease assigns its interest in the Lease: then, from and after the date of such obligations surviving assignment, the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void deemed null and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 void, and neither Tenant nor the assignee shall have the right to exercise such Termination Option, provided, however, that Landlord and Tenant agree that an event that is deemed to be effective only if Tenant is not in a default (regardless of any notice and/or cure periodPermitted Transfer pursuant to Section 6(c) under the Lease, either at the time of the delivery Original Lease (as amended as provided in Section 3.11B below), shall not result in the loss of the Termination Notice or as of the Option, which Termination DateOption shall continue in full force and effect and may be exercised at any time following any such occurrence.
Appears in 1 contract
Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time option right to terminate the Lease (the “Termination Option”) to terminate this Lease), effective as of the last day of the sixtieth 11:59 p.m. Mountain Standard Time on November 30, [***]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (60thI) full calendar month of the Term IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] 2030 (the “Termination Date”), by providing but solely upon and subject to all of the following terms and conditions:
(i) Tenant must deliver to Landlord with written notice of such Tenant’s election to exercise its Termination Option election in accordance with this Section 7 (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 by no later than November 30, 2029 (the “Termination Notice Deadline”); accordingly, if ;
(ii) Tenant has not given its Termination Notice shall pay to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be a sum 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 cash (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus in accordance with the following schedule: (iiy) all unamortized Transaction Costs, as hereinafter defined, incurred in connection [***] shall be due simultaneously with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate the delivery of nine percent (9%) per annum over the ninety-one (91) month term of this LeaseTermination Notice, and (iiiz) legal fees incurred the remaining [***] shall be due by Landlord in connection with this no later than November 23, 2029. Any failure by Tenant to timely pay any portion of the Termination Fee when due shall constitute an automatic Event of Default under the Lease beyond any applicable notice and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generallycure period and further shall, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided at Landlord’s option exercisable by written notice to Tenant or incurred by Landlord. With respect to any future expansion spacedelivered no later than five (5) days following such failure, terminate the Transaction Costs will be amortized over the period commencing on the effective date of Termination Option and render 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be exercise thereof void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 , in which event the expiration date of the Lease shall revert to the Expiration Date (as herein amended).
(iii) The Termination Notice shall be effective only irrevocable, and any portion of the Termination Fee delivered to Landlord shall be deemed to be earned by Landlord and nonrefundable to Tenant.
(iv) If Tenant terminates pursuant to the foregoing terms and conditions, then in addition to the Termination Fee, Tenant shall remain obligated to pay all Rent and all other sums due under the Lease and comply with all other terms and conditions of the Lease, through the Termination Date, and any obligations of Tenant which survive termination of the Lease shall survive any such termination as if Tenant is not in a default (regardless of any notice and/or cure period) the Termination Date were the scheduled Expiration Date under the Lease.
(v) If Tenant terminates pursuant to the foregoing terms and conditions, either at then on or before the time Termination Date, Tenant shall vacate the Premises and surrender possession thereof in accordance with the terms of the Lease, excepting normal wear and tear and casualty, to Landlord and shall pay to Landlord all unpaid Rent due to Landlord for all time periods up to and including the Termination Date.
(vi) An Event of Default, beyond any applicable notice and cure period, must not be outstanding as of the date of Tenant’s delivery of the Termination Notice or as of the Termination Date. In the event that an Event of Default is then occurring under the Lease (beyond any applicable cure periods) Tenant’s right to terminate the Lease as set forth herein shall, at Landlord’s option, be terminated and extinguished without limitation on any remedies available to Landlord as to any defaults.
(vii) The termination right set forth in this Section 7 is personal to the named Tenant on the Lease (or its successors or assigns). If, whether before or after the delivery of the Termination Notice, Tenant assigns all or any part of the Lease or sublets any part of the Premises [***]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] in violation of the terms of the Lease, Tenant’s right to terminate the Lease as set forth herein shall automatically terminate and be null and void. If such assignment or sublease in violation of the terms of the Lease occurs after the delivery of the Termination Notice, the Termination Fee shall be retained by Landlord and deemed earned by Landlord. Additionally, as of the date of the Termination Notice and the Termination Date, Tenant shall not have entered into any amendment to the Lease after the date of this Fourteenth Amendment extending the Lease Term or expanding or contracting the Premises.
(viii) The obligations of Tenant under this Section 7 shall survive any expiration or termination of the Lease.
(ix) Landlord and Tenant acknowledge and agree that except as set forth herein, Tenant shall have no further rights under the Lease to terminate the Lease prior to the Expiration Date (as herein amended).
Appears in 1 contract
Samples: Lease (Mesa Air Group Inc)
Termination Option. Notwithstanding anything to Provided Lessee satisfies each of the contrary contained conditions set forth in this LeasePARAGRAPH 38, Tenant Lessee shall have the one-time option (the “"Termination Option”") to terminate this Lease, Lease effective as of the last day of the sixtieth (60th) full calendar month of the Term March 1, 2003 (the “"Termination Date”"). In order to exercise the Termination Option, by providing Landlord with Lessee must satisfy the following conditions:
(i) Lessee must give Lessor irrevocable written notice of such Termination Option election its intention to terminate this Lease (the “"Termination Notice”"). Such , which Termination Notice shall must be effective only if it is given delivered to Landlord Lessor at least nine (9) full calendar months prior to the Termination Date Date, time being strictly of the essence; (ii) at the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to time of the Termination Notice DeadlineNotice, this Termination Option Lessee shall expire and not be of no further force or effect, and Tenant shall have no right or option to terminate in default under this Lease pursuant to this Special Stipulation No. 4 at any time beyond the expiration of applicable cure periods, or if Lessee is in default, Lessee shall cure such default within thirty (30) days after the Termination Notice Deadline. As a condition precedent Notice, and (iii) Lessee pays to any termination of this Lease pursuant to Lessor on the provisions of this Special Stipulation No. 4Termination Date, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Noticeimmediately available funds, an amount as a termination fee equal to: (collectively, the “Termination Fee”A) equal to the sum of the monthly base rent, Insurance Amount, Real Property Tax Amount, CAM Amount, and rental tax on all of the foregoing, that would have been due for the one year period immediately following the Termination Date; and (iB) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars the unamortized amount of ($90,325.14), plus (ii1) all unamortized Transaction Costs, as hereinafter defined, incurred any leasing commissions paid by Lessor in connection with this Lease Lease, and incurred by Landlord (2) costs paid to Lessee as reimbursement for any other expansion space leased by Tenantthe Improvements, all amortized using an interest rate of nine ten percent (910%) per annum over annum. The amounts described in (A) and (B) shall be collectively referred to herein as the ninety-one (91) month term "Termination Fee." The parties agree that the Termination Fee is a good faith estimate of this Leasethe damages Lessor would incur upon Lessee's exercise of the Termination Option, that the actuxx xxount of such damages would be impossible or impracticable to determine, and (iii) legal fees incurred that the same shall be deemed liquidated damages and not a penalty. The Termination Option is personal to PrimeSource Surgical, Inc. and may not be assigned by Landlord in connection with it or exercised by any party other than PrimeSource Surgical, Inc. The Termination Option shall automatically terminate upon an assignment of 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 attempt to Tenant or incurred by Landlord. With respect to any future expansion space, assign 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall The Termination Option may not be effective only exercised if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination DateLessee has exercised an Extension Right pursuant to PARAGRAPH 39 below.
Appears in 1 contract
Samples: Triple Net Lease (Luxtec Corp /Ma/)
Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant Subtenant shall have the a one-time option to terminate this Sublease (the “Termination Option”) to terminate this Lease, be effective as of the last day fifth (5th) anniversary of the sixtieth Commencement Date (60th) full calendar month of the Term (the “Early Termination Date”), subject to the terms and conditions of this Section 3. The Termination Option shall be exercised by Subtenant, if at all, by providing Landlord with prior written notice to Sublandlord of such Termination Option Subtenant’s election to terminate the Sublease (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine ) not less than twelve (912) full calendar months prior to the Termination Date fifth (5th) anniversary of the “Termination Notice Deadline”); accordinglyCommencement Date, if Tenant has not given its Termination Notice to Landlord prior to together with payment of the Termination Notice Deadline, Fee (as defined below) within the time period specified in this Termination Option shall expire and be Section 3. Within thirty (30) days 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 receipt of 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 Sublandlord shall notify Subtenant of the exact amount of the termination payment to Landlord with its Termination Noticebe made by Subtenant, an amount as a termination fee (collectively, the “Termination Fee”) which shall be equal to the sum of (i) Ninety Thousand Three Hundred Twentythe unamortized lease commissions and Allowance actually paid by Sublandlord for the entirety of the Sublease Premises, including the Expansion Space, calculated on a straight-Five and 14/100Dollars ($90,325.14line, non-interest basis over the entire Term as if the same had expired on the scheduled Expiration Date set forth in Section 2(a), plus and (ii) all unamortized Transaction Costs, as hereinafter defined, incurred Two Million Eighteen Thousand Dollars ($2,018,000) (the “Termination Fee”). Subtenant shall pay the Termination Fee to Sublandlord not later than ninety (90) days prior to the Early Termination Date. At Sublandlord’s election in connection with this Lease its sole 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 spaceabsolute discretion, 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights and effect if Subtenant is in default beyond any applicable notice and cure period under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either Sublease at the time of the delivery of providing the Termination Notice or as on the Early Termination Date. Within thirty (30) days after receipt of the Termination Fee, Sublandlord and Subtenant shall enter into an amendment to this Sublease to amend the Expiration Date to be the Early Termination Date. The Termination Option is personal to New Century Mortgage Corporation and any Permitted Transferee (as defined in Section 6) and may not otherwise be assigned or transferred.
Appears in 1 contract
Termination Option. Section 3.1 of the Second Amendment shall continue to apply to the Additional Vivarium Premises (as defined in the Second Amendment). Notwithstanding anything to the contrary contained in this the Lease, Tenant shall have the one-time option right to terminate the Lease, but only with respect to the Second Additional Vivarium Premises (and no less than all of the Second Additional Vivarium Premises), by providing written notice (the “Second Additional Vivarium Termination OptionNotice”) to terminate this Lease, effective as of the last day of the sixtieth Landlord at least sixty (60th60) full calendar month of the Term days prior to Tenant’s desired termination date (the “Second Additional Vivarium Termination Date”), by providing Landlord with written notice of such which Second Additional Vivarium Termination Option election (Date shall be set forth in the “Second Additional Vivarium Termination Notice”). Such Subject to (a) Landlord’s timely receipt of the Second Additional Vivarium Termination Notice shall be effective only if it is given to Landlord at least nine and (9b) full calendar months prior Tenant surrendering the Second Additional Vivarium Premises in the condition required under the Lease (including, without limitation, Section 18.2 and Article 26 of the Lease), then, as of the Second Additional Vivarium Termination Date, the Lease with respect 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 Second Additional Vivarium Premises shall expire terminate and be of no further force or effect, and Landlord and Tenant shall have no be relieved of their respective obligations under the Lease with respect to the Second Additional Vivarium Premises from and after the Second Additional Vivarium Termination Date, except with respect to those obligations set forth in the Lease that expressly survive the expiration or earlier termination thereof, including payment by Tenant of all amounts owed by Tenant pursuant to the Lease with respect to the Second Additional Vivarium Premises for the period up to and including the Second Additional Vivarium Termination Date. The termination right or option granted to terminate this Lease Tenant 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 Section shall automatically terminate 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. effect in the event that (y) Tenant assigns, subleases or otherwise Transfers the Second Additional Vivarium Premises or any portion thereof to other entities or persons, other than in connection with an Exempt Transfer (or in connection with any sublease approved by Landlord pursuant to Article 29 of the Original Lease), or (z) Tenant’s rights under right to possession of the Second Additional Vivarium Premises has previously been terminated. The termination right granted to Tenant pursuant to this Special Stipulation No. 4 shall Section is personal to Tenant and any Permitted Transferees, and may not be effective only if Tenant is not exercised by any other assignee, sublessee or transferee of Tenant’s or a Permitted Transferee’s interest in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.
Appears in 1 contract
Samples: Lease (Omeros Corp)
Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-a one (1) time option to terminate this Lease (the “Termination Option”) to terminate this Lease, effective as of on the last day of the sixtieth one hundredth (60th100th) full calendar month of the Initial Term (the “Termination Date”), by providing provided that (a) Tenant shall give Landlord with written notice of such Termination Option election (the “Termination Notice”). Such ) of its exercise of the Termination Notice shall be effective only Option, if it is given to Landlord at least nine all, no sooner than the last day of the eighty-eighth (988th) full calendar months prior to month of the Termination Date Initial Term and no later than the last day of the ninetieth (90th) full month of the “Termination Notice Deadline”); accordinglyInitial Term, if (b) Tenant has shall not given its be in default under the terms of this Lease (after the lapse of all applicable notice and cure periods) at the time Tenant delivers the Termination Notice to Landlord prior to or at any time between delivery of the Termination Notice Deadline, this and the Termination Option shall expire and be of no further force or effectDate, 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 (c) concurrently with Tenant’s delivery of its the Termination NoticeNotice to Landlord, Tenant must have delivered shall pay 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 the unamortized balance ($90,325.14amortized over the Initial Term), as of the Termination Date, of the Tenant Improvement Allowance, plus (ii) all unamortized Transaction Costs, an amount equal to the monthly Basic Rent payable 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 Termination Date multiplied by Landlord as a result twenty (20). The actual amount of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues Fee (as calculated pursuant to the terms of this Lease, with all of such obligations surviving immediately preceding sentence) shall be specified in the early termination Commencement Letter. The Termination Option is applicable to the original Premises only and shall not apply to any additional or expansion premises in the Project which may become a part of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are Termination Option is personal to the named TenantOriginal Tenant (or any Permitted Transferee) and may not be exercised or assigned, and in the event of voluntarily or involuntarily, by or to any assignment of this Lease person or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force entity other than such Original Tenant or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination DatePermitted Transferee.
Appears in 1 contract
Samples: Lease Agreement (Maravai Lifesciences Holdings, Inc.)
Termination Option. Notwithstanding anything to the contrary contained in this the Amended Lease, Tenant shall will have the one-time option to terminate and cancel the Amended Lease (the “Termination Option”) to terminate this Lease), effective as of 11:59 p.m. on the last day of the sixtieth (60th) full calendar month of the Extended Term (the i.e., August 31, 2030) (“Termination Date”), by providing Landlord with written notice of such Termination Option election delivering to Landlord, on or before the date which is six (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (96) full calendar months prior to the Termination Date (the “Termination Notice Deadline”i.e., on or before February 28, 2030); accordingly, if Tenant has not given written notice of Tenant’s exercise of 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 DeadlineOption. As a condition precedent to any termination of this Lease pursuant to the provisions effectiveness of this Special Stipulation No. 4, Tenant’s exercise of its Termination Option and in addition to Tenant’s delivery of its obligation to satisfy all other monetary and non-monetary obligations arising under the Amended Lease through to the Termination NoticeDate, Tenant must have delivered shall pay to Landlord with its Termination Notice, an amount as a termination fee (collectively, the following “Termination FeeConsideration”) equal to : the sum of then unamortized value (i) Ninety Thousand Three Hundred Twentyamortized on a straight-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 line basis over the ninety-one (91last 76 months of the Extended Term) month term of this Lease, and (iii) legal fees incurred the brokerage commissions paid by Landlord in connection with this Lease Amendment, plus interest on said foregoing costs at the rate of 8% per annum. The Termination Consideration shall be due and any future amendment whereby payable by 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 Landlord concurrently with Tenant’s lease delivery 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 notice to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate Landlord of the damages which would be incurred by exercise of the Termination Option. If Tenant properly and timely exercises its Termination Option and properly and timely delivers the Termination Consideration to Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its set forth above and satisfies all other monetary and non-monetary obligations under this the Amended Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms provisions regarding surrender of this Leasethe Premises, with all of such obligations surviving which must be accomplished on or before the early termination Termination Date, then the Amended Lease will terminate as of this Leasemidnight on the Termination Date. The rights granted right to Tenant under this Special Stipulation No. 4 are exercise the Termination Option is personal to the named original Tenant executing this Amendment (the “Original Tenant”) any Permitted Transferee and may only be exercised by Original Tenant or any Permitted Transferee and not by any other assignee, and sublessee or other transferee of Tenant’s interest in the event of Amended Lease) and is only available if Original Tenant or any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under Permitted Transferee occupies the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Dateentire Premises.
Appears in 1 contract
Samples: Lease
Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time option (the “"Termination Option”") to terminate this Leaselease with respect to all or any part of the Premises, effective subject to the terms and conditions hereinafter set forth.
(a) Provided that this lease is in full force and effect and Tenant is not in Default, Tenant may elect to terminate this lease with respect to all or part of the Original Premises, Pre-Occupancy Expansion Space or Post Occupancy Expansion Space as of the last day before the fifteenth (15th) anniversary of the sixtieth (60th) full calendar month of the Term Low-Rise Commencement Date (the “"Termination Date”), ") by providing Landlord with written notice of to Landlord ("Termination Notice") delivered no later than fifteen months prior to such Termination Option election (the “Termination Notice”)Date. Such The Termination Notice shall be effective only if it is given identify that portion of the Original Premises, Pre-Occupancy Expansion Space or Post-Occupancy Expansion Space as to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if which 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 as elected 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 lease.
(b) In consideration of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Noticesaid termination, Tenant must have delivered shall pay to Landlord with its Termination Notice, an amount as a termination fee payment (collectively, the “"Lease Termination Fee”Payment") equal to the sum of all costs necessary to demolish the following components of the base building customized for Tenant and the related costs of rebuilding or restoring such base building components:
(i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus Building signage identifying Tenant;
(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 Tenant escalator/interfloor stairs;
(iii) legal fees incurred by Landlord Tenant features in connection with this Lease the central lobby;
(iv) Tenant raised floor area; and
(v) Tenant specialized areas, e.g., Kitchen Facilities, dining rooms, auditorium and any future amendment whereby customized areas where the base building structure or building systems has changed from that provided for in the specifications and drawings attached hereto as Attachments 10 and 11 as result of Tenant is leasing additional spaceImprovements or at Tenant's request. “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 spaceNotwithstanding the foregoing, the Transaction Costs will be amortized over Lease Termination Payment shall not exceed the lesser of (x) One Million Dollars ($1,000,000.00) or (y) Landlord's actual cost of demolishing, restoring and rebuilding the items specified in (i) through (v) above in anticipation of the next occupancy of such space as determined or determinable within the period commencing ending on the date ("Payment Determination Date") which is the earlier to occur of (A) three (3) years after the effective date of Tenant’s lease of such expansion space through the expiration termination, and (B) the date of Tenant’s lease of such expansion space. It on which the demolition, restoration and rebuilding 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 termination of this Lease completed.
(which damages are impossible to calculate more preciselyc) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through On the Termination Date, includingTenant shall pay to Landlord Landlord's reasonable estimate of the Lease Termination Payment, without limitation, Additional Rent that accrues pursuant which shall be determined by taking into account the amount of space being vacated by Tenant and reasonable likelihood of a prospective tenant desiring to the terms of this Leaseuse Tenant's customized tenant improvements. The Lease Termination Payment shall be placed in an interest-bearing account, with all interest accruing for the benefit of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in which Landlord may use for demolition, restoration and rebuilding. In the event that the demolition, restoration and rebuilding of any assignment such space as provided in subsection (b)(y) above is (x) less than the Lease Termination Payment deposited with Landlord, the difference shall be refunded to Tenant upon the Payment Determination Date, together with the interest earned on said sum or (y) more than the Lease Termination Payment deposited with Landlord, Tenant shall pay to Landlord within fifteen (15) days after notice the balance owed.
(d) In addition to the Lease Termination Payment specified above, on the Termination Date, Tenant shall pay to Landlord the sum of Seventy-Five Dollars ($75.00) per square foot of Rentable Area of the Premises with respect to which this Lease or sublease lease is terminated by TenantTenant pursuant to this section for Rent lost by Landlord.
(e) With respect to the Office Premises, this Termination Option Tenant shall thenceforth be void and have no right to terminate less than one-half (1/2) of no further force or effecta floor. Tenant’s rights In the event that Tenant elects to exercise its right of termination under this Special Stipulation No. 4 shall be effective only if Section 46 with respect to less than a full floor of the Office Premises, such termination is subject to Landlord's approval as to location and configurations to allow commercially reasonably leaseable remaining area.
(f) Provided that this lease is in full force and effect and Tenant is not in a default Default, Tenant may by written notice to Landlord (regardless of any notice and/or cure period) under "Lobby Termination Notice"), elect to terminate this lease with respect to the Lease, either at the time Lobby Space as of the delivery day before the fifth (5th) anniversary of the Termination Notice Low-Rise Commencement Date or as of the day before each subsequent anniversary date. The Lobby Termination Notice shall specify the effective date ("Lobby Termination Date") of such termination, which date shall be no earlier than twelve (12) months after the date of the Lobby Termination Notice. On the Lobby Termination Date, Tenant shall pay to Landlord an amount equal to the unamortized Landlord's Allowance previously paid with respect to the Lobby Space (using straight line amortization over the initial Term).
Appears in 1 contract
Samples: Lease (Chicago Title Corp)
Termination Option. (a) Effective as of the date of this Amendment, Section 3 of the Seventh Amendment, as amended by Section 3 of the Eighth Amendment and Section 3 of the Ninth Amendment, shall be deleted from the Lease in its entirety and shall be of no further force or effect.
(b) Notwithstanding anything to the contrary contained in this the Lease, from and after the date of this Amendment, Tenant and Landlord shall each have the one-time an option (the “Termination "Tennination Option”") to terminate this the Lease, effective as amended hereby, without payment of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”)any fee, premium or penalty, by providing Landlord the non-tenninating party with at least sixty (60) days prior written notice of such Termination Option election tennination, which notice shall specify the actual early termination date (the “"Termination Notice”Date"). Such Termination Notice Tenant shall be effective only if it is given remain liable for payment to Landlord at least nine (9) full calendar months of all rent and other sums due or accrued, and for the perfonnance and keeping of all the covenants, agreements and obligations under the Lease, as amended hereby, to be performed, paid and kept by Tenant 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 Tennination Date. Neither party shall have no right any rights, estates, liabilities or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after obligations under 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 CostsLease, as hereinafter definedamended hereby, 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through accruing after the Termination Date, includingexcept those which, without limitation, Additional Rent that accrues pursuant to by the terms provisions of this the Lease, with all of such obligations surviving as amended hereby, expressly survive the early expiration or termination of this Leaseofthe Tenn, as extended hereby. The rights granted Tenant shall surrender and vacate the Premises and deliver possession thereof to Tenant under this Special Stipulation No. 4 are personal to Landlord on or before the named Tenant, and Termination Date in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) condition required under the Lease, either at the time as amended hereby, for surrender of the delivery Premises, and Landlord and Tenant shall enter into a written agreement reflecting the termination of the Termination Notice or Lease, as of amended hereby, 4834-9038-5720. I I 080791 3 upon the terms provided for herein, which agreement shall be executed within thi11y (JO) clays after the terminating party exercises the Termination DateOption.
Appears in 1 contract
Samples: Lease Agreement
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 may elect to terminate this Lease pursuant (the "Early Termination Option") effective as of May 31, 2017 (the 'Early Termination Date"), by giving Landlord prior written notice ("Tenant's Early Termination Notice") on or before August 31, 2016, provided that: (1) on or before the Early Termination Date, Tenant has paid Landlord all amounts due and owing under the Lease; and (2) Tenant pays to this Special Stipulation No. 4 at any time after the Landlord concurrently with Tenant's Early 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 (a) $24,009.00 (2 months of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14Basic Rent), plus (iib) 2 months of Tenant's Share of Expenses for the Premises (based on Landlord's reasonable estimate of such Expenses), and plus (c) the unamortized portion of the Landlord's leasing costs (including without limitation all unamortized Transaction Costsleasing commission charges, as hereinafter definedthe Abated Rent, incurred in connection and the Allowance), based on amortizing such costs with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest thereon at the rate of nine percent (9%) 6% per annum annum, in equal installments of interest and principal over the ninety-one (91) month term last 36 months of the initial Term. Tenant's right to exercise this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant Early Termination Option 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 conditioned on there being no uncured Event of Default at the time of exercise of the Early Termination Option 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 spaceEarly Termination Date. It If this Early Termination Option is hereby acknowledged that any such amount required to be paid by timely exercised, then Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate will deliver possession of the damages which would be incurred by Premises to Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, on the Early Termination Date in that regard, constitutes liquidated damages accordance with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this LeaseLease and all other terms will apply as if this Lease had expired according to its terms, with all including Tenant's Share of Expenses attributable to periods prior to the Early Termination Date at such obligations surviving time as such obligation is determined. If Tenant fails to timely give notice, then Tenant will be deemed to have waived its right to terminate pursuant to this Section. This Early Termination Option is personal to Tenant (and not to any assignee or subtenant) and may not be assigned, it being agreed such right is not appurtenant to the early termination of Premises or this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to ; upon a Transfer of the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void Section is null and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Datevoid.
Appears in 1 contract
Samples: Consent of Landlord to Sublease (Aspirity Holdings LLC)
Termination Option. Notwithstanding anything to Provided the contrary contained Lease is in this Leasefull force and effect and Tenant is not in default under any of the other terms and conditions of the Lease at the time of notice, Tenant shall have the one-time one (1) option to terminate this lease (the “Termination Option”), which option may be exercised only in strict compliance with the terms of this Article 39. The Termination Option shall be exercised, if at all, by delivery to Landlord (at the place and in the manner set forth in the Lease for delivery of notices) to terminate this Leaseof a notice of termination (“Termination Notice”) and an accompanying fee in the amount of Nineteen Thousand Seven Hundred and Thirty Dollars ($19,730.00) (“Termination Fee”). The Termination Notice and Termination Fee must be actually received by Landlord no later than January 31, effective as of 2008. If and only if Tenant timely and properly delivers the last day of the sixtieth (60th) full calendar month of Termination Notice and Termination Fee, the Term of this Lease shall end on October 31, 2008 (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 as though the Termination Date (had been originally fixed as the “Termination Notice Deadline”); accordinglyexpiration of such Term. All terms and conditions of this Lease and Tenant’s obligations hereunder, if Tenant has not given its Termination Notice including without limitation Tenant’s obligation to Landlord prior pay rent, shall continue up to and including the Termination Notice Deadline, Date. All obligations of Tenant under this Lease not fully performed as of the Termination Option Date shall expire survive the Termination Date. This option is not transferable; the parties hereto acknowledge and be of no further force or effect, and Tenant shall have no right or agree that they intend that the aforesaid 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 shall be “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 Costspersonal” 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 as set forth above and that in no event will any assignee or incurred by Landlord. With respect sublessee have any rights to any future expansion space, exercise 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 aforesaid option 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Dateterminate.”
Appears in 1 contract
Samples: Lease Agreement (Power Solutions International, Inc.)
Termination Option. Notwithstanding In addition to any other remedies contained here and notwithstanding anything to the contrary contained in this Leaseherein, Tenant Lessee shall have the a one-time option to terminate this Lease (the “Termination Option”) in accordance with the following terms and conditions:
a. If Lessee desires to exercise the Termination Option, Lessee shall give Lessor irrevocable written notice (“Termination Notice”) of Lessee’s exercise of this Termination Option, which shall be mailed to the persons and address set forth in Article 44 and delivered in the manner set forth Article 44. The Termination Notice must be received by Lessor no later than the date that is twelve (12) full months prior to the Termination Date. TIME IS OF THE ESSENCE with respect to Lessor’s receipt of the Termination Notice and all other deadlines in this Article.
b. If Lessee gives the Termination Notice and complies with all the provisions in this Article, the Lease shall terminate this Lease, effective as of at 11:59 p.m. on the last day of the sixtieth month during which the thirty eighth (60th38th) full calendar month anniversary of the Term Commencement Date occurs (the “Termination Date”).
c. In consideration for Lessee’s termination of this Lease, Lessee shall pay Lessor TWO HUNDRED FORTY-FOUR THOUSAND EIGHT HUNDRED SEVEN AND 00/100 DOLLARS ($244,807.00) (“Termination Fee”) simultaneously with the Termination Notice sent by providing Landlord Lessee to Lessor or within two (2) business days thereafter by wiring of funds to an account selected by Lessor. Upon Lessee’s request, Lessor shall provide Lessee with written reasonable evidence of receipt of the Termination Notice and Termination Fee.
d. Lessee’s obligations to pay Fixed Basic Rent, Additional Rent, and any other costs or charges under this Lease, and to perform all other Lease obligations for the period up to and including the Termination Date, shall survive the termination of this Lease.
e. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, Lessee shall have received notice of such an event of default of this Lease that remains uncured beyond any applicable grace period, then Lessor may elect, but is not obligated, to cancel and declare null and void Lessee’s exercise of the Termination Option election (and this Lease shall continue in full force and effect for the “full Term hereof unaffected by Lessee’s exercise of the Termination Notice”)Option. Such If Lessor does not cancel Lessee’s exercise of the Termination Notice Option after Lessee’s default, Lessee shall cure any default within the period of time specified in this Lease and this obligation shall survive the Termination Date. If Lessor elects to declare Lessee’s exercise of the Termination Option null and void, then the Lessor shall apply the Termination Fee received by Lessor against all Fixed Basic Rent and Additional Rent due and payable by Lessee for the remainder of the Term. Any remaining Termination Fee being held by Lessor after applying the Termination Fee against all Fixed Basic Rent and Additional Rent payable by Lessee for the remainder of the Term shall be effective only promptly refunded to Lessee. If Lessor elects to declare Lessee’s exercise of the Termination Option null and void as aforesaid, then Lessee shall continue to be responsible for all Fixed Basic Rent and Additional Rent payable by Lessee under this Lease (after the application of the Termination Fee) for the remainder of the Term as if it is given the Termination Option had not been exercised and nothing contained herein shall relieve Lessee of any obligation to Landlord at least nine (9) pay all Fixed Basic Rent and Additional Rent for the remainder of the Term.
f. In the event Lessee exercises the Termination Option, Lessee covenants and agrees to surrender full calendar months prior and complete possession of the Premises to Lessor on or before the Termination Date (vacant in accordance with Article 5 of this Lease, and thereafter the “Premises shall be free and clear of all leases, tenancies, and rights of occupancy of any entity claiming by or through Lessee.
g. If Lessee shall fail to deliver possession of the Premises on or before the Termination Notice Deadline”); accordinglyDate in accordance with the terms hereof, if Tenant has not given its Lessee shall be deemed to be a holdover Lessee from and after the Termination Notice Date, and in such event all covenants and terms of Article 25 shall apply. Lessor may accept any such sums from Lessee without prejudice to Landlord prior Lessor’s right to evict Lessee from the Premises by any lawful means.
h. If Lessee properly and timely exercises the Termination Option, the Lease as it applies to the Premises shall cease and expire on the Termination Notice DeadlineDate with the same force and effect as if said Termination Date were the date originally provided in this Lease as the Expiration Date of the Term hereof.
i. If this Lease has been assigned or all or a portion of the Premises has been sublet, this Termination Option shall expire be deemed null and be of no further force void and neither Lessee nor any assignee or effect, and Tenant sublessee shall have no the right or to exercise such option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after during 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 such assignment 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Datesublease.
Appears in 1 contract
Samples: Lease Agreement (Tollgrade Communications Inc \Pa\)
Termination Option. Notwithstanding anything to the contrary contained in this Leaseherein, Tenant shall have the a one-time option to surrender the Premises (the “Termination Option”) in accordance with the following terms and conditions:
a. If Tenant desires to exercise the Termination Option, Tenant shall give Landlord irrevocable written notice (“Termination Notice”) of Tenant’s exercise of this Termination Option, which shall be delivered by certified mail which Termination Notice must be received by Landlord no later than nine (9) months prior to the Termination Date. TIME IS OF THE ESSENCE with respect to Landlord’s receipt of the Termination Notice and all other deadlines in this Article.
b. If Tenant gives the Termination Notice and complies with all the provisions in this Article, the Lease as it applies to the Premises only shall terminate this Lease, effective as of at 11:59 p.m. on the last day of the sixtieth (60th) full calendar month in which the day prior to the third year anniversary of the Term Rent Commencement Date occurs (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 .
c. In consideration for 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, Tenant shall pay Landlord the then unamortized costs and (iii) legal fees expenses incurred by Landlord in connection with this Lease including but not limited to the cost of the Work, brokerage commissions and rent concessions as same shall be amortized (together an interest factor of 8% per annum) over the Term (“Termination Fee”). Such Termination Fee shall be paid simultaneously with the Termination Notice sent by Tenant to Landlord. In no event shall the Termination Fee be more than $53,640.93.
d. Tenant’s obligations to pay Fixed Basic Rent, Additional Rent, and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generallyother costs or charges under this Lease, 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 perform all other Lease obligations for 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease up to and through including the Termination Date, includingshall survive the termination of this Lease.
e. Notwithstanding the foregoing, without limitationif at any time during the period on or after the date on which Tenant shall exercise its Termination Option, Additional Rent that accrues pursuant up to and including the terms Termination Date, Tenant shall be in default of this Lease beyond any applicable cure period, then Landlord may elect, but is not obligated, to cancel and declare null and void Tenant’s exercise of the Termination Option and this Lease shall continue in full force and effect for the full Term hereof unaffected by Tenant’s exercise of the Termination Option. If Landlord does not cancel Tenant’s exercise of the Termination Option after Tenant’s default, Tenant shall cure any default within the period of time specified in this Lease and this obligation shall survive the Termination Date.
f. In the event Tenant exercises the Termination Option, Tenant covenants and agrees to surrender full and complete possession of the Premises to Landlord on or before the Termination Date vacant, broom-clean, in good order and condition, reasonable wear and tear and damage from insured casualty excepted, and, in accordance with the provisions of this Lease, and thereafter the Premises shall be free and clear of all leases, tenancies, and rights of occupancy of any entity claiming by or through Tenant.
g. If Tenant shall fail to deliver possession of the Premises on or before the Termination Date in accordance with all of such obligations surviving the early termination of this Lease. The rights granted terms hereof, Tenant shall be deemed to be a holdover Tenant under this Special Stipulation No. 4 are personal to from and after the named TenantTermination Date, and in such event all covenants and terms of Article 19 shall apply and shall also be liable to Landlord for all costs and expenses incurred by Landlord in securing possession of the event of Premises. Landlord may accept any assignment of such sums from Tenant without prejudice to Landlord’s right to evict Tenant from the Premises by any lawful means.
h. If Tenant properly and timely exercises the Termination Option and properly and timely satisfies all other monetary and non-monetary obligations under this Lease, the Lease as it applies to the Premises shall cease and expire on the Termination Date with the same force and effect as if said Termination Date were the date originally provided in this Lease as the Expiration Date of the Term hereof.
i. If this Lease has been assigned or sublease by Tenantall or a portion of the Premises has been sublet, this Termination Option shall thenceforth be deemed null and void and neither Tenant nor any assignee or subTenant shall have the right to exercise such option during the term of no further force such assignment or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Datesublease.
Appears in 1 contract
Termination Option. Notwithstanding anything to Provided that Tenant is not in Default under any of the contrary contained in other terms and conditions of this LeaseLease beyond the expiration of any applicable notice and cure period at the time of Tenant's exercise of the Termination Option (defined hereinafter) or as of the Early Termination Date (defined hereinafter), Tenant shall have the one-time option to terminate this Lease (the “Termination Option”) to terminate this Lease, effective as of on the last day of the sixtieth thirty-sixth (60th36th) full calendar month of the initial Term of this Lease (the “"Early Termination Date”"). Tenant shall provide to Landlord on a date which is prior to the Early Termination Date by at least six (6) months (the "Notice Date"), by providing Landlord with a written notice of such the exercise of the Termination Option, time being of the essence. Such notice shall be given in accordance with Section 21 of the Lease. If notification of the exercise of the Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is not so given to Landlord at least nine (9) full calendar months prior to and received, 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 granted hereunder 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 Deadlineautomatically expire. As a condition precedent to any termination the effectiveness of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination NoticeOption, Tenant must have delivered shall pay to Landlord with its on the Early Termination Notice, Date an amount equal to (i) one hundred percent (100%) of all unamortized Tenant Improvement costs and lease commissions incurred by Landlord in connection with the Lease (amortized on a straight line basis over the initial Term) as detailed by Landlord in a termination fee written statement, and (ii) One Hundred Twenty-Five Thousand Three Hundred Thirty-Five and 00/100 Dollars ($125,335.00) (i.e., five (5) months of the Abated Rent) (collectively, the “Termination FeePayment”) equal ). The Terminatio n Payment is in addition to payment by the sum Tenant 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 amounts payable 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 to Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal Lease prior to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Early Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 Date (which such amounts shall be effective only prorated for any period which is less than a calendar month, if applicable). Tenant is not may request in a default (regardless of any notice and/or cure period) under writing from Landlord the Lease, either at the time amount of the delivery Tenant Improvement costs at any time on or after the sixtieth (60th) day of the Termination Notice or as of the Termination DateTerm.
Appears in 1 contract
Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time option (the “Termination Option”) right to terminate this Leaselease ("Termination Option") after January 1, effective 2000 on the following terms and conditions:
1. Such right is conditioned upon there being no default as of the last day date of going of the sixtieth (60th) full calendar month notice of termination as described infra,
2. At lease six months prior to the proposed termination date, Tenant gives written notice to Landlord of its exercise of the Term Termination Option (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “"Termination Notice”)") which notice is accompanied by the Termination Fee as defined and calculated in paragraph 5 infra,
3. Such Tenant pays the next three months rent and all additional rent due under the lease in a timely manner and. prior to its vacating the premises, pays the three remaining months rent and additional rent due. For example, if the Termination Notice is given February 1, 2000 for a Termination date of August 1, 2000, then rent and additional rent shall be effective only if paid February 1, March 1 and April 1; three months rent and additional rent shall be paid April 20 and Tenant shall vacate on April 30, 2000,
4. The Tenant vacates and surrenders the Premises and leaves it is given to Landlord at least nine (9) full calendar in a broom-clean condition three months prior to the Termination Date (Date. It is agreed and understood that Landlord may re-rent 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 demised premises commencing any time after the Tenant vacates the Premises.
5. The Termination Fee is the unamortized amount as of the date of the Termination Notice Deadlineof the sum of the costs relating to tenant improvement work plus interest as shown on the attached schedule. As For example, using the dates set forth in paragraph 3, the Termination Fee would be the "Principal Balance" on the attached schedule after the 13th payment, the February 1, 2000 payment, or $10,820.39;
6. If Tenant performs all of the foregoing conditions in a condition precedent to any timely and satisfactory manner, Landlord and Tenant shall enter into a written Lease Termination Agreement reflecting the termination of this Lease as of the Termination Date. Owner BRIDGE STREET PROPERTIES, LLC By: One Bridge Street Corporate Manager By: /s/ Xxxxxxx Xxxxxxxx -------------------- Xxxxxxx Xxxxxxxx, President Tenant By: /s/ Xxxxxx Xxxx --------------- EOS, Vice President GUARANTY: FOR VALUE RECEIVED, and in consideration for, and as an inducement to BRIDGE STREET PROPERTIES, LLC making within lease with Tenant the undersigned guarantees to Owner, Owner's successors and assigns, the full performance and observance of all the covenants, conditions and agreements, therein provided to be performed and observed by Tenant, including the "Rules and Regulations" as therein provided, without requiring any notice of non-payment, non-performance, or non-observance, or proof, or notice, or demand, whereby to charge the undersigned therefor, all of which the undersigned hereby expressly waives and expressly agrees that the validity of this agreement and the obligations of the guarantor hereunder shall in no wise be terminated, affected or impaired by reason of the assertion by Owner against Tenant of any of the rights or remedies reserved to Owner pursuant to the provisions of the within lease. The undersigned further covenants and agrees that this Special Stipulation No. 4guaranty shall remain and continue in full force and effect as to any renewal, 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 modification or extension of this Lease, lease and (iii) legal fees incurred by Landlord in connection with this Lease and during any future amendment whereby period when Tenant is leasing additional space. “Transaction Costs” shall include generallyoccupying the premise as "statutory tenant." As a further inducement to Owner to make this lease and in consideration thereof, without limitationOwner and the undersigned covenant and agree that in any action or proceeding brought by either Owner or the undersigned against the other on any matters whatsoever arising out of, any tenant improvement allowanceunder, 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 virtue 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all lease or of such obligations surviving the early termination of this Leaseguarantee that Owner and the undersigned shall and do hereby waive trial by jury. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by TenantNotwithstanding anything else contained herein, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 guarantee shall be effective only if limited to _____ months rent and additional rent. Tenant is not in a default ___________________________ Witness __________________________ EXHIBIT B SCOPE OF WORK I.
10. EXHIBIT C2 (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.EXAMPLE ONLY)
Appears in 1 contract
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, Lease effective as of the last day of the sixtieth (60th) full calendar 48th month of the Term lease term , (the “"Termination Date”), by providing ") upon the following terms and conditions:
(a) Tenant gives Landlord with written notice of such Tenant's election to exercise the Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine one hundred eighty (9180) full calendar months days prior to the Termination Date Date.
(b) There is no uncured Event of Default by Tenant either on the “date Tenant exercises the Termination Notice Deadline”); accordinglyOption, if Tenant has not given its Termination Notice to Landlord or at any time prior to the Termination Notice Deadline, this Termination Option shall expire and be Date; and
(c) Tenant pays to Landlord concurrently with its exercise 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 Option, a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, cancellation fee 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 $165,973.50 plus two (2) months adjusted Base Rent plus the sum of unamortized portion (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 at a 10% 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, rate)of any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to allowance received by 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 for expansion space. It is hereby acknowledged that any such amount required to This payment shall be paid made by certified check, bank draft or wire transfer. In the event 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to timely and through properly exercises the Termination DateOption, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option Term shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be terminate effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date. Rent shall be paid through and apportioned as of the Termination Date, and neither Landlord nor Tenant shall have any rights, estates, liabilities or obligations accruing under this Lease after the Termination Date, except such rights and liabilities which, by the terms of this Lease are obligations of the Tenant which can survive the expiration of the Lease. The Termination Option shall automatically terminate and become null and void upon; a) the failure of Tenant to timely or properly exercise the Termination Option; b) the assignment or sublease of the Premises other than to an Affiliate, or any part thereof, by Tenant; and c) Tenant's right to possession of the Premises is terminated.
Appears in 1 contract
Samples: Office Lease (Igate Capital Corp)
Termination Option. Notwithstanding anything Provided no Event of Default is then continuing either on the date Tenant delivers the notice described in Section 7A below or at any time prior to the contrary contained in this Leaseeffective date of such termination, 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 ("Termination Option") upon the following terms and provisions:
A. Tenant shall have the option to terminate the Lease effective as of June 30, 2008 ("Termination Option"), provided Tenant gives Landlord at least six (6) months prior written notice of Tenant's exercise of the Termination Option, which notice, to be effective, must contain the payment to Landlord of a termination fee equal to six (6) months Base Rent and Adjustment Deposits (at the then current rate) plus the amount of unamortized brokerage commissions paid by Landlord pursuant to this Special Stipulation No. 4 at any time after Amendment.
B. The Termination Option herein granted shall automatically terminate upon the Termination Notice Deadline. As a condition precedent earliest 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 occur of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14)the expiration or termination of the Lease, plus (ii) all unamortized Transaction Coststhe termination of Tenant's right to possession of the Premises, 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 any assignment or subletting by Landlord in connection with this Tenant (other than assignments for which Landlord's consent is not required under the terms of the Lease or sublettings of less than 20% of the Premises), or (iv) the failure of Tenant to timely or properly exercise the Termination Option.
C. Tenant shall remain obligated to perform each and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generallyevery term, without limitationcovenant, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent condition 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 agreement to be paid performed by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of under the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination DateLease, including, without limitation, Additional Rent that accrues pursuant the obligation of the Tenant to pay all fixed rent and other payments which are the terms obligation of the Tenant under this Lease, with all through and including the effective date of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Datetermination.
Appears in 1 contract
Samples: Lease (Radnor Holdings Corp)
Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall will have the one-time option to terminate and cancel this Lease (the “"Termination Option”) to terminate this Lease"), effective as of 11:59 p.m. on the last day of the sixtieth ninety-sixth (60th96th) full calendar month of the initial Lease Term (the “"Termination Date”"), by providing Landlord with written notice of such Termination Option election delivering to Landlord, on or before the date (the “Termination Notice”). Such "Termination Notice shall be effective only if it Date") which is given to Landlord at least nine twelve (912) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordinglyDate, if Tenant has not given written notice of Tenant's exercise of 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 DeadlineOption. As a condition precedent to any termination of this Lease pursuant to the provisions effectiveness of this Special Stipulation No. 4, Tenant's exercise of its Termination Option and in addition to Tenant’s delivery of its 's obligation to satisfy all other monetary and non-monetary obligations arising under this Lease through to the Termination NoticeDate, Tenant must have delivered shall pay to Landlord with its the following "Termination Notice, an amount as Consideration": the then unamortized value (amortized on a termination fee (collectively, straight-line basis over the “Termination Fee”last 156 months of the initial Lease Term) equal to the sum of (i) Ninety Thousand Three Hundred Twentythe Abated Amount, (ii) the Moving Allowance, (iii) the Tenant Improvement Allowance, the Space Planning Allowance and the cost of any subsequent leasehold improvements made by Landlord at Landlord's expense for the benefit of Tenant, and (iv) any then-Five and 14/100Dollars unpaid portion of the Amortized Allowance ($90,325.14as defined in the Tenant Work Letter), plus (ii) interest on all unamortized Transaction Costsof said foregoing costs at the rate of 7% per annum. If Tenant has leased additional space pursuant to Section 1.4, as hereinafter definedany free rent, incurred in connection with this Lease moving allowances and incurred tenant improvement allowances given and the cost of any subsequent leasehold improvements made by Landlord at Landlord's expense for any other expansion space leased by Tenant, all amortized using an interest rate the benefit 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 the leasing of that additional space, the Termination Consideration shall be calculated taking into account those additional amounts. The Termination Consideration shall be due and payable by Tenant to Landlord concurrently with Tenant's delivery of notice to Landlord of the damages which would be incurred by exercise of the Termination Option. If Tenant properly and timely exercises its Termination Option and properly and timely delivers the Termination Consideration to Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its set forth above and satisfies all other monetary and non-monetary obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms provisions regarding surrender of this Leasethe Premises, with all of such obligations surviving which must be accomplished on or before the early termination Termination Date, then this Lease will terminate as of midnight on the Termination Date. Upon determination of the final unamortized value of the cost of the leasing costs, Landlord and Tenant shall enter into an amendment acknowledging the total Termination Consideration. Tenant shall not have the Termination Option, if as of the date of the exercise of the Termination Option by Tenant, Tenant is in Default under this Lease. The rights granted Within ten (10) business days after Tenant's written request (such date to be referred to herein as the "Termination Fee Notice Outside Date"), Landlord shall provide Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in with a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery statement of the Termination Notice or as Consideration, which shall include an outline of the calculation of the Termination DateConsideration.
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Termination Option. Notwithstanding anything to Provided: (i) Tenant is not currently in default of the contrary contained Lease; (ii) the Lease is in this Leasefull force and effect and (iii) Tenant is the originally named Tenant or a Permitted Transferee, Tenant shall have has the one-time option right to terminate the Lease effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each of the following terms and conditions (the “Termination Option”) to terminate this Lease, effective as of ). The “Termination Date” means the last day of the sixtieth (60th) 67th full calendar month of after the Term (Full Rent Start Date. If Tenant desires to exercise the “Termination Date”)Option, by providing Tenant must give to Landlord with irrevocable written notice of such Tenant’ s exercise of the Termination Option election (the “Termination Notice”), together with the Termination Payment (as defined below). Such The Termination Notice shall and the Termination Payment must be effective only if it received by Landlord no later than the date that is given to Landlord at least nine (9) full calendar 12 months prior to the Termination Date Date, failing which the Termination Option is deemed waived (provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). The “Termination Notice Deadline”)Payment” means the sum of the unamortized (amortized on a straight-line basis with interest at 8%) amount of the following in connection with the Lease: (i) brokerage commissions and attorneys’ fees paid by Landlord; accordingly(ii) rent concessions; and (iii) total cost incurred by Landlord for improvements to the Premises, if including without limitation the Leasehold Improvements, plus any and all allowances to Tenant, including without limitation the Improvement Allowance. All costs associated with the Landlord's Base Building Work shall not be included in the calculation of the Termination Payment. Landlord shall provide the calculation of the Termination Payment in the COLT. If such calculation is not provided in the COLT then Tenant has shall not given its be obligated to pay the Termination Payment at die time Termination Notice to Landlord prior to is provided but shall make such payment within thirty (30) after receipt of such calculation in accordance with the terms of this Amendment. Tenant’s payment of 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 Payment is a condition precedent to any the termination of this the Lease pursuant to on 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 LeaseDate, and (iii) legal fees incurred by Landlord in connection with this Lease such obligation survives the Expiration Date. Tenant acknowledges 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, agrees that 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 Termination Payment is not a penalty but a and is fair and reasonable pre-estimate compensation to Landlord for the loss of expected rentals from Tenant. The Termination Payment is payable only by wire transfer or cashier’s check. Time is of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages essence with respect to such lossthe dates and deadlines set forth herein. Tenant shall continue to be liable for its obligations under this Lease Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and through including the Termination Date, includingTenant is in monetary default of the Lease, beyond any applicable notice and cure period, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void Tenant's exercise of the Termination Option, in which case the Lease shall continue in full force and effect for the full Term unaffected by Tenant’ s exercise of the Termination Option. As of the date Tenant delivers the Termination Notice, any and all unexercised rights or options of Tenant to extend the Term or expand the Premises (whether expansion options, rights of first refusal, rights of first offer, or otherwise), and any and all outstanding tenant improvement allowance not properly claimed by Tenant in accordance with the Lease immediately terminate and are automatically, without limitationfurther action required by any party, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, null and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. If Tenant timely and properly exercises the Termination Option in accordance with this paragraph and Landlord has not negated the effectiveness of Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery exercise of the Termination Notice or Option pursuant to the foregoing, the Lease and the Term shall come to an end on the Termination Date with the same force and effect as of if the Term were fixed to expire on such date, the Expiration Date shall be the Termination Date, and the terms and provisions of Section 18 of the Original Lease shall apply.
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Termination Option. Notwithstanding anything to the contrary contained in this LeaseProvided no Event of Default by Tenant has occurred, Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, Lease effective as of on the last day of the sixtieth forty-seventh (60th47th) full calendar month of following the Term First Phase Commencement Date (the “Termination Date”), ) by providing Landlord with written notice of such Termination Option election termination to Landlord no later than the last day of the thirty-sixth (36th) full calendar month following the First Phase Commencement Date (“Termination NoticeOption”). Such The written notice provided to Landlord for the Termination Notice Option, if any, shall be effective only if it is given accompanied by Tenant’s check in the amount equal to: (i) the unamortized cost of all leasing commissions paid by Landlord in connection with this Lease, (ii) the unamortized cost to Landlord at least nine (9) full calendar months prior of the initial leasehold improvements to the Termination Date Premises, (iii) the “Termination Notice Deadline”unamortized cost of the two hundred seventy (270) days abated Base Rent and eighteen (18) months abated Parking Rent provided by Landlord pursuant to Section 3.4 above, and (iv) an amount equal to two (2) months Base Rent and Operating Costs. Items (i); accordingly, if Tenant has not given its Termination Notice to Landlord prior (ii) and (iii) above shall be amortized on a ninety-three month amortization schedule, accruing interest thereon at an annual rate of eight percent (8%). Notwithstanding anything contained herein to the Termination Notice Deadlinecontrary, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option Tenant’s obligations to terminate pay Rent in accordance with this Lease pursuant to this Special Stipulation Noshall not cease until the applicable Termination Date. 4 at any time after the Termination Notice Deadline. As a condition precedent to any Any termination of this Lease pursuant to this Section 28 shall be in the provisions same manner and with the same effect as if that date had been originally fixed in this Lease for the expiration of this Special Stipulation No. 4the term, except that 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 any sums due and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred owing in connection with this Lease the expiration of the term. Tenant shall pay, or have previously paid, any 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, sums due and (iii) legal fees incurred by Landlord owing in connection with the termination right granted herein 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination DateArticle 28.
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Samples: Office Lease (Ulthera Inc)
Termination Option. Notwithstanding anything 30.1 Subject to the contrary contained in provisions of this LeaseArticle XXX, Tenant shall have the one-time option (the “Termination Option”) right, exercisable at its option, to terminate this Lease effective at the expiration of the eighth (8th) Lease Year; provided, however, if the Lease Term is extended to include the Abatement Extension Period in accordance with the terms of this Lease, then such termination right will be effective at the date that is two (2) years prior to the end of such extended Lease Term (as compared to the expiration of the last day eighth (8th) Lease Year). Notwithstanding the foregoing terms of this Section 30.1, if at any time, Tenant elects to renew the sixtieth term of this Lease in accordance with the terms of this Lease, then the termination option granted by the terms of this Article XXX will automatically terminate and be of no further force and effect. Tenant shall have no right to terminate this Lease if an Event of Default exists at the time Tenant exercises its termination right hereunder.
30.2 Tenant may exercise its right of termination under this Article XXX by (60thi) full calendar month of the Term (the “Termination Date”), by providing giving Landlord with written an irrevocable notice of such Termination Option election termination at least twelve (12) months prior to the date on which this Lease shall be so terminated (the “Termination Notice”). Such ) and (ii) paying to Landlord, at the same time as it delivers its Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date Landlord, a termination payment (the “Termination Notice DeadlinePayment”); accordingly, if Tenant has not given its . The 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, Payment is an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (ia) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars the unamortized portion ($90,325.14amortized over a straight line basis over the number of months in the initial Term of the Lease (including the Abatement Extension Period if applicable), 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 or if such amount was provided after the ninety-one (91) month term date of this Lease, and over the remaining initial Term of the Lease (iiiincluding the Abatement Extension Period if applicable) legal fees incurred from the date so provided), at the rate of ten percent (10%) per annum, of the sum of (1) all tenant improvement allowances provided 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, (2) any brokerage commissions paid by Landlord (capped at 3.75% of an amount equal to the Base Rent for the full Lease Term less any abated Monthly Base Rent, including any Base Rent for additional space leased by Tenant), and (3) any unamortized elective tenant improvement allowances pursuant to Section 5(b) of the Work Agreement attached hereto as Exhibit B, and, plus (b) an amount equal to four (4) full months of Monthly Base Rent first occurring after the effective date set forth in the Termination Notice. Landlord agrees to provide Tenant with all a written calculation of the Termination Payment within thirty (30) days of Tenant’s request for such calculation.
30.3 If the Termination Notice is not given timely or if the Termination Payment is not made timely to Landlord, Tenant’s right of cancellation shall be of no force or effect and this Lease shall continue through the full Lease Term. If the Termination Notice is given timely and the Termination Payment is made timely, this Lease shall terminate on the effective date set forth in the Termination Notice. In such event, the effectiveness of such obligations surviving termination shall not be impacted, and Tenant shall not owe any additional payment to Landlord, notwithstanding either party’s subsequent determination that the early amount of the Termination Payment was inaccurate.
30.4 Notwithstanding anything to the contrary in this Article XXX, Tenant shall remain liable for any payments which may become due under the Lease prior to the effective date of termination of this Lease. .
30.5 The rights granted to Tenant under provisions of this Special Stipulation No. 4 Article XXX are personal to the named TenantBlackboard Inc. and any Permitted Transferee that has assumed in writing all of Blackboard, Inc.’s obligations under this Lease in its entirety, and in the event may be exercised only by Blackboard Inc. and such Permitted Transferee and not by any assignee or other subtenant of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.Blackboard Inc.
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Termination Option. Notwithstanding anything to If the contrary contained in this Lease, Tenant shall have Substantial Completion Date has not occurred on or before the one-time option date which is 120 days after the Commencement Date (the “Termination Option”) to "Outside Completion Date"), then Tenant, as its sole remedy, may terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), Lease by providing giving Landlord with written notice of such Termination Option election (termination on or before the “Termination Notice”). Such Termination Notice shall be effective only if it is given earlier 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 occur of: (i) Ninety Thousand Three Hundred Twenty-Five five (5) Business Days after the Outside Completion Date; and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Coststhe Substantial Completion Date. In such event, as hereinafter defined, incurred in connection with this Lease shall be deemed null 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights and effect and, so long as Tenant has not previously defaulted under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless any of any notice and/or cure period) its obligations under the Work Letter, Landlord shall return the Security Deposit to Tenant as described in this Lease, either at Landlord shall reimburse to Tenant any Base Rental and Tenant's Pro Rata Share of Taxes and Operating Expenses paid by Tenant for the time of the delivery of the Termination Notice or period commencing as of the Termination Commencement Date through the date of termination described above for any portion of the Premises not occupied by Tenant during such period, and the parties hereto shall have no further responsibilities or obligations to each other with respect to this Lease. Landlord and Tenant acknowledge and agree that the Outside Completion Date shall be postponed by the number of days the Substantial Completion Date is delayed due to events of Force Majeure. Further, if Landlord shall be delayed in substantially completing the Landlord Work in the Premises as a result of any Tenant Delays (defined below), then, for purposes of determining the Substantial Completion Date, the date of substantial completion of the Landlord Work in the Premises shall be deemed to be the day that said Landlord Work would have been substantially completed absent any such Tenant Delay(s) . Notwithstanding anything herein to the contrary, if Landlord determines that it will be unable to cause the Substantial Completion Date to occur by the Outside Completion Date, Landlord shall have the right to immediately cease its performance of the Landlord Work and provide Tenant with written notice (the "Outside Extension Notice") of such inability, which Outside Extension Notice shall set forth the date on which Landlord reasonably believes that the Substantial Completion Date will occur. Upon receipt of the Outside Extension Notice, Tenant shall have the right to terminate this Lease by providing written notice of termination to Landlord within five (5) Business Days after the date of the Outside Extension Notice. If Tenant does not terminate this Lease within such five (5) Business Day period, the Outside Completion Date shall automatically be amended to be the date set forth in Landlord's Outside Extension Notice.
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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 may elect to terminate this Lease pursuant (the "Early Termination Option") effective as of May 31, 2017 (the "Early Termination Date"), by giving Landlord prior written notice ("Tenant's Early Termination Notice") on or before August 31, 2016, provided that: (1) on or before the Early Termination Date, Tenant has paid Landlord all amounts due and owing under the Lease; and (2) Tenant pays to this Special Stipulation No. 4 at any time after the Landlord concurrently with Tenant's Early 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 (a) $24,009.00 (2 months of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14Basic Rent), plus (iib) 2 months of Tenant's Share of Expenses for the Premises (based on Landlord's reasonable estimate of such Expenses), and plus (c) the unamortized portion of the Landlord's leasing costs (including without limitation all unamortized Transaction Costsleasing commission charges, as hereinafter definedthe Abated Rent, incurred in connection and the Allowance), based on amortizing such costs with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest thereon at the rate of nine percent (9%) 6% per annum annum, in equal installments of interest and principal over the ninety-one (91) month term last 36 months of the initial Term. Tenant's right to exercise this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant Early Termination Option 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 conditioned on there being no uncured Event of Default at the time of exercise of the Early Termination Option 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 spaceEarly Termination Date. It If this Early Termination Option is hereby acknowledged that any such amount required to be paid by timely exercised, then Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate will deliver possession of the damages which would be incurred by Premises to Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, on the Early Termination Date in that regard, constitutes liquidated damages accordance with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this LeaseLease and all other terms will apply as if this Lease had expired according to its terms, with all including Tenant's Share of Expenses attributable to periods prior to the Early Termination Date at such obligations surviving time as such obligation is determined. If Tenant fails to timely give notice, then Tenant will be deemed to have waived its right to terminate pursuant to this Section. This Early Termination Option is personal to Tenant (and not to any assignee or subtenant) and may not be assigned, it being agreed such right is not appurtenant to the early termination of Premises or this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to ; upon a Transfer of the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void Section is null and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Datevoid.
Appears in 1 contract
Termination Option. Notwithstanding anything to Effective as of October 1, 2019, Article 41 of the contrary contained in this Lease, Paragraph 10 of the Fourth Amendment, and Paragraph 9 of the Fifth Amendment are hereby deleted in their entirety and Tenant shall have the one-time following termination option (the “Termination Option”):
(a) So long as (i) the Lease is then in full force and effect; and (ii) no default by Tenant after the expiration of any applicable notice and cure periods then exists under the Lease, Tenant shall have the right upon the delivery of irrevocable notice to Landlord delivered not later than October 1, 2025 (the “Termination Notice Deadline”) to terminate this Lease, effective the Lease as to all or any portion (as determined by Tenant in its sole and absolute judgment) of the last day Remaining Premises with an effective date of the sixtieth (60th) full calendar month of the Term September 30, 2026 (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (in which case the “Termination Notice”). Such Termination Notice Lease shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to terminate on the Termination Date (as to all or such portion of the “Termination Notice Deadline”); accordinglyRemaining Premises. In the event that Tenant elects to terminate the Lease as provided herein, if Tenant has not given its Termination Notice shall pay to Landlord prior to on 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 Date a termination fee (collectively, the “Termination Fee”) equal to the sum of of: (ia) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all the 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 portion of the damages which would be incurred by Landlord commission paid to Broker (as a result of such early termination of this Lease (which damages are impossible to calculate more preciselyterm is defined in Paragraph 21 below) and, in that regard, constitutes liquidated damages solely with respect to this Sixth Amendment (provided that Landlord has delivered to Tenant a true, correct and complete copy of the fully-executed agreement and all amendments thereto executed by Landlord and Broker evidencing the commissions, fees and other sums paid by Landlord to Broker); (b) the unamortized portion of the Cash Payment (as such lossterm is defined in Paragraph 19 below) given to Tenant; and (c) the unamortized portion of the Rent Abatement provided under Section 5 of this Sixth Amendment. The amounts described in the preceding sentence shall be amortized on a straight-line basis and shall include an interest factor of seven (7%) percent per annum for the time period from the Termination Date to the Expiration Date. In the event that Tenant elects to terminate only a portion of the Remaining Premises, the Termination Fee shall be prorated based upon the ratio of the square footage terminated to the square footage remaining. The Termination Fee shall be due and payable by Tenant on the Termination Date.
(b) If Tenant fails to exercise the Termination Option on or prior to the Termination Notice Deadline or to pay the Termination Fee on or prior to the Tenant Termination Date, Tenant shall continue have no further right to be liable for its obligations under terminate the Lease.
(c) If Tenant properly exercises the Termination Option and pays the Termination Fee in accordance with this Lease to and through Paragraph 14, then on or before the Termination Date, including, without limitation, Additional Rent that accrues pursuant Tenant will deliver up possession to Landlord of the terms of this Lease, with all Remaining Premises which is the subject of such obligations surviving termination in accordance with the early termination provisions of this the Lease.
(d) The Termination Option is personal to Tenant and is not assignable. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth will terminate and be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless effect upon the assignment or sublet of all or any notice and/or cure period) under the Lease, either at the time portion of the delivery Remaining Premises by Tenant, but only with respect to that portion of the Remaining Premises actually assigned or sublet (such Termination Notice or Option remaining in effect as to any portion of the Termination DateRemaining Premises not actually assigned or sublet).
Appears in 1 contract
Termination Option. Notwithstanding anything to Provided: (a) the contrary contained Lease is then 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 force 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, effect and (iiib) 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default Default (regardless after expiration of any notice and/or and cure period) under the Lease, either Tenant shall have the right and option to terminate the Lease (“Termination Option”) effective at the time end of the delivery last day of the ninetieth (90th) Lease Month (“Termination Date”). The Termination Option shall be exercised, if at all, by Tenant by giving written notice of the exercise to Landlord (“Termination Notice”) no later than one (1) year prior to the Termination Date. It shall be a condition to the exercise of Tenant’s Termination Option that Tenant pay to Landlord a termination fee (“Termination Fee”) in the sum of (x) Landlord’s unamortized transaction costs under this Lease including Landlord’s brokerage costs, the Construction Allowance, construction allowances on expansion space, and rent abatement, all amortized over the rent paying portion of the initial term of this Lease with eight percent (8%) per annum interest (except that costs attributable to expansion space shall be amortized starting as of the expansion space rent commencement date), plus (y) four (4) months Base Rent, Taxes and Operating Expenses payable by Tenant at the Termination Date. 50% of the Termination Notice Fee shall be payable contemporaneously with Tenant’s transmittal to Landlord of the Termination Notice, and the other 50% will be paid on or before the Termination Date. At Tenant’s request, Landlord will provide information necessary to calculate the Termination Fee. Provided Tenant properly and timely exercises the Termination Option and timely and properly pays Landlord the Termination Fee, then this Lease shall terminate effective as of the Termination Date, as if said Termination Date were set forth in the Lease as the Expiration Date of the Term of the Lease. Tenant shall vacate and deliver possession of the Premises to Landlord in the manner required by this Lease on or before 11:59 p.m. on the Termination Date. Tenant shall also pay to Landlord on or before the Termination Date, and be responsible for, all sums due under this Lease that accrue under this Lease on or prior to the Termination Date. Tenant’s rights under this Section are personal to the Tenant named in this Lease and its Permitted Transferees.
Appears in 1 contract
Termination Option. Notwithstanding anything to the contrary contained in this LeaseProvided no Event of Default then exists, Tenant shall have the one-a one (1) time option to terminate this Lease (the “Termination Option”) to terminate this Lease), effective as of on the last day of the sixtieth fifth (60th5th) full calendar month of the Term Lease Year (the “Early Termination Date”), . Tenant shall exercise the Termination Option by providing (i) delivering to Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given ) of such election to Landlord terminate the Lease at least nine twelve (912) full calendar months prior to the Early Termination Date Date, and (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice ii) paying to Landlord the Termination Payment (as hereinafter defined) at least twelve (12) months prior to the Early Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Date. If Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after properly delivers the Termination Notice Deadlineand makes the Termination Payment in a timely manner, then the Lease shall be deemed to have expired by lapse of time on the Early Termination Date. As a condition precedent Tenant shall return the Premises to any termination Landlord on the Early Termination Date in accordance with the terms of this Lease pursuant to the provisions of this Special Stipulation NoLease, including, but not limited to, Section 4.3. 4, in addition to Upon Tenant’s delivery of its the Termination Notice, any and all rights of Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, extend 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 Term or lease additional space 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” University Park 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth immediately be void and of no further force or effect. As used herein, "Termination Payment" shall mean the unamortized balance of the Leasing Costs (hereinafter defined) as calculated on a straight-line basis. The term "Leasing Costs" shall mean the sum of (i) the total brokerage commission payable by Landlord in connection with this Amendment ($1,053,790.50), and (ii) any Leasehold Improvement Allowance paid by Landlord pursuant to this Amendment. The Termination Payment amount shall equal two-sevenths of the Leasing Costs up to a maximum Termination Payment of One Million Seven Hundred Thirty-Four Thousand Eight Hundred Twelve and 00/100 Dollars ($1,734,812.00) if the Landlord has paid to the Tenant the entire Leasehold Improvement Allowance. If the Termination Option is properly exercised by the Tenant’s rights under this Special Stipulation No. 4 , the Lease shall be terminated effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination DateJuly 31, 2017.”
Appears in 1 contract
Samples: Lease (Ariad Pharmaceuticals Inc)
Termination Option. Notwithstanding anything to the contrary contained in this Leaseherein, Tenant Lessee shall have the one-time option to surrender the Premises (the “"Termination Option”") in accordance with the following terms and conditions:
a. If Lessee desires to exercise the Termination Option, Lessee shall give Lessor irrevocable written notice ("Termination Notice") of Lessee's exercise of this Termination Option, which shall be delivered by certified mail which Termination Notice must be received by Lessor no later than the date that is nine (9) full months prior to the Termination Date. TIME IS OF THE ESSENCE with respect to Lessor's receipt of the Termination Notice and all other deadlines in this Article.
b. If Lessee gives the Termination Notice and complies with all the provisions in this Article, the Lease as it applies to the Premises only shall terminate this Leaseat 11:59 p.m. on the last day of a calender month set forth in Lessee's Termination Notice, effective as of but in no event earlier than the last day of the sixtieth month during which the day prior to the second (60th2nd) year anniversary of the Commencement Date occurs (the "Termination Date").
c. In consideration for Lessee's termination of this Lease, Lessee shall pay Lessor a termination fee equal to the then unamortized construction costs and leasing commissions, as the construction costs are amortized over the Term of the Lease and the leasing commission are amortized over three (3) years, together with an interest factor of eight percent (8%) per annum ("Termination Fee") simultaneously with the Termination Notice sent by Lessee to Lessor. The amortization schedules with respect to the Termination Fee are attached hereto as Exhibit H.
d. As of the Termination Date, Lessee's obligations to pay Fixed Based Rent, Additional Rent, and any other costs or charges under this Lease, and to perform all other obligations, shall cease, provided that Lessee vacates the Premises and pays the Termination Fee in accordance with this Article.
e. Notwithstanding the foregoing, if at any time during the period on or after the date on which Lessee shall exercise its Termination Option, up to and including the Termination Date, Lessee shall be in default of this Lease, beyond any applicable notice and cure period, then Lessor may elect, but is not obligated, to cancel and declare null and void Lessee's exercise of the Termination Option and this Lease shall continue in full calendar month force and effect for the full Term hereof unaffected by Lessee's exercise of the Termination Option. If Lessor does not cancel Lessee's exercise of the Termination Option after Lessee's default, Lessee shall cure any default within the period of time specified in this Lease and this obligation shall survive the Termination Date.
f. In the event Lessee exercises the Termination Option, Lessee covenants and agrees to surrender full and complete possession of the Premises to Lessor on or before the Termination Date vacant, broom-clean, in good order and condition, and, in accordance with the provisions of this Lease, and thereafter the Premises shall be free and clear of all leases, tenancies, and rights of occupancy of any entity claiming by or through Lessee.
g. If Lessee shall fail to deliver possession of the Premises on or before the Termination Date in accordance with the terms hereof, Lessee shall be deemed to be a holdover Lessee from and after the Termination Date, and in such event all covenants and terms of Article 25 shall apply and shall also be liable to Lessor for all costs and expenses incurred by Lessor in securing possession of the Premises. Lessor may accept any such sums from Lessee without prejudice to Lessor's right to evict Lessee from the Premises by any lawful means.
h. If Lessee properly and timely exercises the Termination Option and properly and timely satisfies all other monetary and non-monetary obligations under this Lease, the Lease as it applies to the Premises shall cease and expire on the Termination Date with the same force and effect as if said Termination Date were the date originally provided in this Lease as the Expiration Date of the Term (hereof.
i. If this Lease has been assigned or all or a portion of 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 Premises has not given its Termination Notice to Landlord prior to the Termination Notice Deadlinebeen sublet, this Termination Option shall expire be deemed null and be of no further force void and neither Lessee nor any assignee or effect, and Tenant sublessee shall have no the right or to exercise such option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after during 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 such assignment 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Datesublease.
Appears in 1 contract
Samples: Lease (Old Line Bancshares Inc)
Termination Option. Notwithstanding anything to the contrary contained in this the Lease, Tenant shall have the one-time option right to terminate the Lease, but only with respect to the Sixth Additional Vivarium Premises (and no less than all of the Sixth Additional Vivarium Premises), by providing written notice (the “Sixth Additional Vivarium Termination OptionNotice”) to terminate this Lease, effective as of the last day of the sixtieth Landlord at least sixty (60th60) full calendar month of the Term days prior to Tenant’s desired termination date (the “Sixth Additional Vivarium Termination Date”), by providing Landlord with written notice of such which Sixth Additional Vivarium Termination Option election (Date shall be set forth in the “Sixth Additional Vivarium Termination Notice”). Such Subject to (a) Landlord’s timely receipt of the Sixth Additional Vivarium Termination Notice shall be effective only if it is given to Landlord at least nine and (9b) full calendar months prior Tenant surrendering the Sixth Additional Vivarium Premises in the condition required under the Lease (including, without limitation, Section 18.2 and Article 26 of the Lease), then, as of the Sixth Additional Vivarium Termination Date, the Lease with respect 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 Sixth Additional Vivarium Premises only shall expire terminate and be of no further force or effect, and Landlord and Tenant shall have no be relieved of their respective obligations under the Lease with respect to the Sixth Additional Vivarium Premises only from and after the Sixth Additional Vivarium Termination Date, except with respect to those obligations set forth in the Lease that expressly survive the expiration or earlier termination thereof, including payment by Tenant of all amounts owed by Tenant pursuant to the Lease with respect to the Sixth Additional Vivarium Premises for the period up to and including the Sixth Additional Vivarium Termination Date. The termination right or option granted to terminate this Lease Tenant 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 Section shall automatically terminate 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. effect in the event that (y) Tenant assigns, subleases or otherwise Transfers the Sixth Additional Vivarium Premises or any portion thereof to other entities or persons, other than in connection with an Exempt Transfer (or in connection with any sublease approved by Landlord pursuant to Article 29 of the Lease), or (z) Tenant’s rights under right to possession of the Sixth Additional Vivarium Premises has previously been terminated. The termination right granted to Tenant pursuant to this Special Stipulation No. 4 shall Section is personal to Omeros Corporation, a Washington corporation (“Omeros”) and any Permitted Transferees of Omeros, and may not be effective only if Tenant is not exercised by any other assignee, sublessee or transferee of Tenant’s or a Permitted Transferee’s interest in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.
Appears in 1 contract
Samples: Lease (Omeros Corp)
Termination Option. Notwithstanding anything Subject to the contrary contained full and complete satisfaction of the Termination Conditions Precedent (as hereinafter defined), in accordance with the provisions of this LeaseArticle 13, Tenant shall have the one-time irrevocable option to terminate this Lease (a “Termination”). The conditions precedent (the “Termination OptionConditions Precedent”) to terminate this Leasethe effectiveness of any such Termination shall be as follows: (i) the effective date of any such Termination shall be July 1, effective as of the last day of the sixtieth (60th) full calendar month of the Term 2015 (the “Termination Date”), by providing Landlord with ; (ii) Tenant shall deliver written notice of such Termination Option election (the a “Termination Notice”). Such ) of such Termination Notice shall be effective only if it is given to Landlord at least nine by not later than July 1, 2014; (9iii) full calendar months prior to concurrent with 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 the Termination Notice, Tenant must shall pay to Landlord, without deduction or offset, a non-refundable cash Termination Fee (as hereinafter defined); and (iv) on the Surrender Date (as hereinafter defined) no Event of Default of Tenant shall have delivered to Landlord with its occurred under this Lease. Said Termination NoticeFee shall be Additional Rent and shall be in addition to, an amount as a termination fee and not in lieu of, any other payments due under this Lease (collectively, the including payments of Annual Fixed Rent and Additional Rent). The “Termination Fee”) ” shall be an amount equal to the sum of Unamortized Portion (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 ) as of the Termination Date of all costs 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 expenses incurred by Landlord in connection with this Lease Lease, including the cost of all tenant improvements paid for by Landlord (including any improvements paid for with the Allowance), 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 all brokerage commissions paid by Tenant Landlord 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to “Unamortized Portion” shall mean the foregoing amounts, amortized on a straight line basis over the Term, together with interest thereon at the rate of 8% per annum. Upon request made by Tenant under this Special Stipulation No. 4 are personal to the named at any time after February 1, 2014, Landlord shall provide Tenant, and in the event within ten (10) business days of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in request therefor, with a default (regardless of any notice and/or cure period) under the Lease, either at the time determination of the delivery foregoing costs, along with Landlord’s calculation of the Termination Notice or Unamortized Portion of the costs as of the Termination Date.
Appears in 1 contract
Samples: Sublease (Tokai Pharmaceuticals Inc)
Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall will have the one-time option to terminate and cancel the Amended Lease (the “"Termination Option”) to terminate this Lease"), effective as of 11:59 p.m. on the last day of the sixtieth forty-third (60th43rd) full calendar month of the New Term (the “"Termination Date”"), by providing Landlord with written notice of such Termination Option election delivering to Landlord, on or before the date which is six (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (96) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordinglyDate, if Tenant has not given written notice of Tenant's exercise of 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 DeadlineOption. As a condition precedent to any termination of this Lease pursuant to the provisions effectiveness of this Special Stipulation No. 4, Tenant's exercise of its Termination Option and in addition to Tenant’s delivery of its 's obligation to satisfy all other monetary and non-monetary obligations arising under the Amended Lease through to the Termination NoticeDate, Tenant must have delivered shall pay to Landlord the then unamortized value (amortized on a straight line basis over the New Term, with its Termination Notice, an amount as a termination fee interest thereon at the Interest Rate) of the following (collectively, the “"Termination Fee”) equal to the sum of Consideration"): (i) Ninety Thousand Three Hundred Twenty-Five the Allowance and 14/100Dollars ($90,325.14)the cost of any leasehold improvements made by Landlord at Landlord's expense for the benefit of Tenant, 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 LeaseAbated Amount, and (iii) legal fees incurred brokerage commissions paid by Landlord in connection with this Lease Amendment. The Termination Consideration shall be due and any future amendment whereby payable by Tenant is leasing additional space. “Transaction Costs” shall include generallyto Landlord in two equal installments: one-half (1/2) of the Termination Consideration to be delivered concurrently with Tenant's delivery of notice to Landlord of the exercise of the Termination Option, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided the remaining one-half (1/2) of the Termination Consideration to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing delivered 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 first day of the damages which would be incurred by month preceding the Termination Date (the "Final Payment"). If Tenant properly and timely exercises its Termination Option and properly and timely delivers the Termination Consideration to Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its set forth above and satisfies all other monetary and non-monetary obligations under this the Amended Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms provisions regarding surrender of this Leasethe Premises, with all of such obligations surviving which must be accomplished on or before the early termination Termination Date, then the Amended Lease will terminate as of this Lease. The rights granted midnight on the Termination Date; provided, however, if Tenant fails to Tenant under this Special Stipulation No. 4 are personal to deliver the named Final Payment on the first day of the month preceding the Termination Date, Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this 's Termination Option shall thenceforth be deemed null, void and of no further force or effecteffect and the Amended Lease shall continue in full force and effect notwithstanding Tenant's exercise of its Termination Option. Tenant’s rights under The Termination Option is personal to the original Tenant executing this Special Stipulation No. 4 shall Amendment and may be effective exercised only if by the original Tenant is not in a default (regardless of executing this Amendment while occupying and leasing the entire Premises and without having assigned the Amended Lease or sublet any notice and/or cure period) under the Lease, either at the time portion of the delivery of the Termination Notice or as of the Termination DatePremises.
Appears in 1 contract
Samples: Single Tenant Lease (Global Brass & Copper Holdings, Inc.)
Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time option to terminate this Lease effective at any time after the completion of the fifth (5th) full Lease Year, subject to the terms and conditions hereof (the “Termination Option”). Tenant shall exercise the Termination Option, if at all, by giving Landlord not less than twelve (12) to terminate this Leasemonths prior written notice (the “Termination Notice”) and such exercise shall be irrevocable. If Tenant exercises the Termination Option as set forth herein, Tenant shall pay Landlord a termination payment in an amount equal to: (i) the sum of $300,000.00 as reduced by $12,500 for each full calendar month following the expiration of the fifth (5th) full Lease Year until the effective date of such termination (e.g., if the termination was effective as of the last day of the sixtieth fifth (60th5th) full calendar month Lease Year the sum would be $300,000.00 but if effective as of the Term last day of the sixth (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 (96th) 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 Year the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars (would be $90,325.14150,000.00), plus (ii) all the remaining unamortized amount of the Transactions Costs (as defined below) as of the effective date of such termination (collectively, (i) and (ii), the “Termination Payment”). As used herein, the term “Transaction Costs, as hereinafter defined, ” shall mean the full amount of the brokerage commission(s) and reasonable attorneys’ fees and costs 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 and/or paid by Landlord in connection with this Lease Lease, along with the full amount of the (x) Tenant Improvement Allowance (as defined below), and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” (y) the Level 400 Lab Space Allowance (as defined below), as both 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, have been amortized as of the Transaction Costs will be amortized effective termination date on a straight line basis 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 spaceInitial Lease Term, together with an interest factor equal to ten percent (10%). It is hereby acknowledged that any such amount required to The Termination Payment shall be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate within one hundred eighty (180) days after Tenant’s delivery of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) andTermination Notice but, at Landlord’s option, in that regard, constitutes liquidated damages with respect to such loss. Tenant no event shall continue to be liable for its the Lease terminate unless and until the Termination Payment has been paid and all of Tenant’s payments and other obligations under this Lease to through and through including the Termination Datedate of such termination have been fully satisfied and performed, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) yield-up and surrender obligations under the Lease, either at including, without limitation, Sections 10.07 and 10.08 below, as and to the time of the delivery extent required under this Lease. Upon Tenant’s payment of the Termination Payment and satisfaction of its obligations as required, this Lease shall expire on the date specified in the Termination Notice or with the same effect as if such date were the date originally specified herein for the expiration of the Termination DateTerm hereof.
Appears in 1 contract
Termination Option. Notwithstanding anything to the contrary contained in this Leaseherein, Tenant Lessee shall have the a one-time option to surrender the Premises (the “Termination Option”) in accordance with the following terms and conditions:
a) If Tenant desires to exercise the Termination Option, Tenant shall give Landlord irrevocable written notice (“Termination Notice”) of Tenant’s exercise of this Termination Option, which Termination Notice must be received by Landlord no later than the date that is twelve (12) full months prior to the Termination Date. TIME IS OF THE ESSENCE with respect to Landlord’s receipt of the Termination Notice and all other deadlines in this Article.
b) If Tenant gives the Termination Notice and complies with all the provisions in this Article, the Lease as it applies to the Premises only shall terminate this Lease, effective as of at 11:59 p.m. on the last day of the sixtieth month during which the day prior to the one hundred third (60th103rd) full calendar month anniversary of the Term Commencement Date occurs (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.
c) 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 In consideration for 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, Tenant shall pay Landlord the then unamortized costs and (iii) legal fees expenses incurred by Landlord in connection with this Lease including but not limited to the cost of the Work, brokerage commissions and rent concessions as same shall be amortized (together an interest factor of 8% per annum) over the Term (“Termination Fee”). Such Termination Fee shall be paid simultaneously with the Termination Notice sent by Tenant to Landlord.
d) Tenant’s obligations to pay Fixed Basic Rent, Additional Rent, and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generallyother costs or charges under this Lease, 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 perform all other Lease obligations for 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease up to and through including the Termination Date, includingshall survive the termination of this Lease.
e) Notwithstanding the foregoing, without limitationif at any time during the period on or after the date on which Tenant shall exercise its Termination Option, up to and including the Termination Date, Tenant shall be in default of this Lease beyond the expiration of any applicable notice and cure period, then Landlord may elect, but is not obligated, to: (i) cancel and declare null and void Tenant’s exercise of the Termination Option and this Lease shall continue in full force and effect for the full Term hereof unaffected by Tenant’s exercise of the Termination Option; and/or (ii) retain the Termination Fee as a credit against any and all damages and expenses related directly or indirectly to Tenant’s default under the Lease and apply any remaining balance of the Termination Fee, if any, towards the next payments of Fixed Basic Rent or Additional Rent that accrues pursuant then coming due until the Termination Fee is fully expended. If Landlord does not cancel Tenant’s exercise of the Termination Option after Tenant’s default, Tenant shall cure any default within the period of time specified in this Lease and this obligation shall survive the Termination Date.
f) In the event Tenant exercises the Termination Option, Tenant covenants and agrees to surrender full and complete possession of the terms Premises to Landlord on or before the Termination Date vacant, broom-clean, in good order and condition, and, in accordance with the provisions of this Lease, and thereafter the Premises shall be free and clear of all leases, tenancies, and rights of occupancy of any entity claiming by or through Tenant.
g) If Tenant shall fail to deliver possession of the Premises on or before the Termination Date in accordance with all of such obligations surviving the early termination of this Lease. The rights granted terms hereof, Tenant shall be deemed to be a holdover Tenant under this Special Stipulation No. 4 are personal to from and after the named TenantTermination Date, and in such event all covenants and terms of Article 19 shall apply and shall also be liable to Landlord for all costs and expenses incurred by Landlord in securing possession of the event of Premises. Landlord may accept any assignment of such sums from Tenant without prejudice to Landlord’s right to evict Tenant from the Premises by any lawful means.
h) If Tenant properly and timely exercises the Termination Option and properly and timely satisfies all other monetary and non-monetary obligations under this Lease, the Lease as it applies to the Premises shall cease and expire on the Termination Date with the same force and effect as if said Termination Date were the date originally provided in this Lease as the Expiration Date of the Term hereof.
i) If this Lease has been assigned or sublease by Tenantall or a portion of the Premises has been sublet, other than in accordance with a Permitted Transfer, this Termination Option shall thenceforth be deemed null and void and of no further force neither Tenant nor any assignee or effect. Tenant’s rights under this Special Stipulation No. 4 subtenant shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under have the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Dateright to exercise such option.
Appears in 1 contract
Samples: Short Form Lease (Geron Corp)
Termination Option. Notwithstanding anything to Provided that (i) Tenant is not in default (beyond applicable notice and cure periods) in the contrary contained performance of any of its obligations under the Lease (as amended hereby) on the date that Tenant delivers the Termination Notice and on the Termination Date (each, as hereinafter defined), and (ii) Tenant has not exercised its Right of First Offer set forth in this Section 34 of the Lease, Tenant shall have the one-time option to terminate the Lease (the “Termination Option”) without penalty or cost in the event that the combined rentable square footage collectively occupied by both FLOWSERVE and/or XXXXXXX-XXXXXX (and/or either and/or both of their affiliates, successors and/or assigns) in Building 20 of the Phillipsburg Commerce Park becomes less than thirty-five thousand (35,000) rentable square feet (each, a “Co-Tenancy Failure”), subject to and upon the following terms and conditions:
(a) Tenant shall give Landlord no less than six (6) months prior written notice (the “Termination Notice”) of its intention to exercise its Termination Option not later than thirty (30) days after Landlord delivers written notice to Tenant of the occurrence of a Co-Tenancy Failure, time being of the essence. Notwithstanding the foregoing, in the event that both FLOWSERVE and XXXXXXX-XXXXXX (or their respective affiliates, successors and/or assigns) extend their respective leases in Building 20 of the Phillipsburg Commerce Park through or beyond August 31, 2016, then the Termination Option shall be deemed to be null and void and of no further force or effect upon delivery by Landlord to Tenant of written proof of such lease extensions, which proof shall include signatures of Landlord and each such tenant. If such Termination Option is exercised, the Lease shall terminate this Lease, effective as of the last day of date specified in the sixtieth Termination Notice, which shall be no less than six (60th6) full calendar month of months after Tenant delivers the Term Termination Notice to Landlord (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (. In the “Termination Notice”). Such Termination Notice shall be effective only if it is given event that Tenant fails to Landlord at least nine (9) full calendar months prior to deliver the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior within the time periods prescribed by this subparagraph, then Tenant shall be deemed to have irrevocably waived the Termination Notice DeadlineOption and, this in such event, Tenant’s Termination Option shall expire be null and be of no further force or effect, void and Tenant shall have no further right or option to terminate this the 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 Section.
(b) Notwithstanding Tenant’s delivery of its the 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and pay all Rent through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 Rent shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or apportioned as of the Termination Date.
(c) Tenant shall surrender vacant possession of the Demised Premises on or prior to the Termination Date. In the event Tenant exercises its Termination Option, the Lease shall terminate as of the Termination Date as if the Termination Date were the date originally stipulated for the expiration of the Term; provided, however, that nothing herein shall relieve Tenant of any obligations which accrued prior to the Termination Date.
Appears in 1 contract
Termination Option. Notwithstanding anything to Provided Tenant fully and completely satisfies each of the contrary contained conditions set forth in this LeaseArticle 33, Tenant shall have the oneon-time going option (the “Termination Option”) to terminate this Lease, effective Lease as of the last day of the sixtieth (60th) full calendar month of the Term a date specified by Tenant, which date (the “Termination Date”)) must be during the initial Lease Term and after expiration of the fourth (4th) Lease Year. In order to exercise the Termination Option, by providing Tenant must fully and completely satisfy each and every one of the following conditions: (a) Tenant must give Landlord with written notice of such Termination Option election (the “Termination Notice”). Such ) of its exercise of the Termination Option, Which Termination Notice shall specify the Termination Date (which date shall be effective only if it is given writing the parameters described in the immediately preceding sentence) and which Termination Notice must be delivered to Landlord at least nine (9) full calendar months prior to such Termination Date, (b) at the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to time of the Termination Notice Deadline, Tenant shall not be in default under this Termination Option shall expire and be Lease after expiration of no further force or effectapplicable cure periods, 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 (c) concurrently with Tenant’s delivery of its the Termination NoticeNotice to Landlord, Tenant must have delivered shall pay 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 the unamortized Transaction Costsbalance, as hereinafter definedof the Termination Date, incurred of the (A) amount expended by Landlord in connection with this Lease the design and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate construction of nine percent (9%) per annum over the ninety-one (91) month term of this LeaseImprovements pursuant to the Tenant Work Letter, and (iiiB) legal fees incurred brokerage commissions paid by Landlord in connection with this Lease Lease, plus (ii) Fifty-Five Thousand Seven Hundred Forty-Four and any future amendment whereby Tenant is leasing additional space50/100 Dollars ($55,744.50). “Transaction Costs” Amortization pursuant to subsection (i), above, shall include generallybe calculated on a seven (7) year amortization schedule commencing as of the Commencement Date based upon equal monthly payments of principal and interest, 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 with interest imputed on the effective date outstanding principal balance at the rate of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion spaceten percent (10%) per annum. 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Upon written inquiry from Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option Landlord shall thenceforth be void and of no further force or effect. Tenantprovide Tenant with Landlord’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery calculation of the Termination Notice or as of the Termination DateFee.
Appears in 1 contract
Termination Option. Notwithstanding anything to So long as Tenant is not in default at either the contrary contained in this Leasetime of exercise or at the time of termination, Tenant shall have the one-time option (the “Termination Option”) to terminate this LeaseLease ("Termination Option"), effective as of the last day preceding the fourth (4th) anniversary of the sixtieth (60th) full calendar month of the Term Commencement Date (the “"Early Termination Date”"). The Termination Option may be exercised only in strict compliance with the terms of this Article. The Termination Option shall be exercised, if at all, by providing delivery to Landlord with written of a notice of such Termination Option election termination (the “"Termination Notice”"). Such The Termination Notice shall (i) must be effective only if it is given to Landlord at least nine delivered not later than six (96) full calendar months prior to the Early Termination Date Date, and (ii) must be accompanied with a certified or cashier's check in the amount of Eighty-Two Thousand Five Hundred ($82,500.00) (the “"Termination Notice Deadline”Payment"); accordingly, . If and only if Tenant has not given its Termination Notice to Landlord prior to timely and properly delivers the Termination Notice Deadlineand the Termination Payment, the Term of this Lease shall end on the Early Termination Option Date, as though the Early Termination Date had been originally fixed as the expiration date of such Term. All terms and conditions of this Lease and Tenant's obligations hereunder, including without limitation Tenant's obligation to pay rent, shall expire continue up to and be including the Early Termination Date. The Termination Payment is the sole property of no further force or effect, Landlord upon payment and is not refundable under any circumstances. Tenant acknowledges and agrees that the Termination Payment is fair and reasonable compensation to Landlord for the loss of expected rentals from Tenant over the remainder of the scheduled term after the Early Termination Date. All obligations of Tenant under this Lease not fully performed as of the Early Termination Date shall have no right or survive the Early Termination Date. This option is not transferable; the parties hereto acknowledge and agree that they intend that the aforesaid 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 be "personal" to Tenant as set forth above and that in no event will any assignee or incurred by Landlord. With respect sublessee have any rights to any future expansion space, exercise 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 aforesaid option 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 termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Dateterminate.
Appears in 1 contract
Samples: Office Lease (Biotel Inc.)
