Common use of Termination Option Clause in Contracts

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease 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 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 (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, 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 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.)

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Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease 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 right to terminate this the Lease effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each as of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day end of the 40th thirty-sixth full calendar month after following the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable by giving written notice to the Landlord prior to the expiration of Tenant’s exercise 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 Option Fee (“Termination Notice”hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), together with at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Payment (as defined below)Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that Fee is 9 months prior equal to the Termination Datesum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), failing which the Termination Option shall be deemed waived plus (provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). The “Termination Payment” shall equal the sum of: (Aii) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total portion of the cost incurred by Landlord for of all leasehold improvements, including the Leasehold Improvementsleasing commissions, to the Premises attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Tenant acknowledges and agrees that Upon request, Landlord shall calculate the Termination Payment is not a penalty Fee and is fair and reasonable compensation provide the amount thereof to Landlord for the loss of expected rentals from Tenant. The Termination Payment Fee shall be payable calculated by wire transfer 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 cashier’s check. Time is if incurred in connection with any Lease amendment, amortized over the portion of the essence Term commencing with respect the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the dates Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and deadlines set forth herein. Notwithstanding other sums due under the foregoing, if at any time during the period on or after the date of the Termination Notice, Lease up to and including the Termination Dateeffective date of termination, Tenant shall even though such amounts may be in default of billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), then with respect to all such sums, any other amounts due and owing to 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 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 any other of Tenant’s exercise of the Termination Option pursuant obligations or liabilities accruing prior to the preceding sentence, this Lease and the Term date of termination shall come to an end on the Termination Date with the same force and effect as if the Term were fixed to expire on survive any such date, the Expiration Date shall be the Termination Date, and the terms and provisions of Section 18 shall applytermination. .

Appears in 3 contracts

Samples: Commercial Office Lease, Commercial Office Lease (Technest Holdings Inc), Commercial Office Lease (Technest Holdings Inc)

Termination Option. Provided Tenant is Subject to the originally named Tenant, Tenant is neither in monetary default terms of this Lease 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 effectRider, Tenant shall have the right option (“Termination Option”) to terminate this Lease effective at 11:59 p.m. on upon the Termination Date, in accordance with and subject to each of date (the following terms and conditions (“Termination Option”). The “Termination Date” shall mean ”) which is the last day of the 40th twenty-fourth (24th) full calendar month after during the Commencement Date. If Tenant desires to exercise Lease Term by: (i) notifying Landlord (the Termination Option, Tenant shall give to Landlord irrevocable written notice “Notification”) in writing of Tenant’s exercise of the Termination Option at least four (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 4) months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions ; and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and paying to Landlord, in cash or its equivalent, concurrently with delivery of the Notification, a termination fee equal to the sum of all unamortized leasing costs (iiibearing interest at ten percent (10%) total cost per annum compounded monthly) incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date Lease and/or Tenant’s occupancy of the Termination Notice, up to and including the Termination Date, Leased Premises. Should Tenant shall be in default of this Lease, 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 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 the foregoing terms 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 dateprovisions, the Expiration Date Lease shall be terminate on the Termination Date, and neither Landlord nor Tenant shall have any further liability or obligation under the terms and provisions Lease after the Termination Date; provided, however, that neither Landlord nor Tenant shall be relieved of Section 18 shall applyor from any of its obligations, covenants and/or liabilities arising under the Lease, or in any way relating to the Leased Premises, which accrue on or 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. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease on the Termination Date Provided: (as defined belowi) nor has there previously been an no Event of Monetary Default, and ; (ii) this Lease is in full force and effect, ; (iv) Tenant shall have 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 Termination Date, in accordance with and subject to each of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean means the last day of the 40th 60th full calendar month after the Commencement Fixed Rent Start Date. If Tenant desires to exercise the Termination Option, Tenant shall must give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with 50% of the Termination Payment (as defined below). The Termination Notice and 50% of the Termination Payment shall must be received by Landlord no later than the date that is 9 12 months prior to the Termination Date, and the balance of the Termination Payment must be received by Landlord no later than 15 days prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal means the sum of: (A) of the unamortized (amortized on a straight-line basis with interest at 108%): ) amount as of the Termination Date of the following in connection with this Lease and any amendment to this Lease: (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this LeaseLandlord; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvementsimprovements to the Premises, including without limitation the Leasehold ImprovementsImprovements (as defined in Exhibit C), plus any and all allowances to Tenant, including without limitation the Improvement Allowance (as defined in Exhibit C). Tenant’s payment of the Termination Payment is a condition precedent to the Premises in connection with termination of this LeaseLease on the Termination Date, and such obligation survives the Expiration Date. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord for the loss of expected rentals from Tenant. The Termination Payment shall be is payable only by wire transfer or cashier’s check. Time is of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after As of the date of Tenant delivers the Termination Notice, up to any and including the Termination Date, Tenant shall be in default all unexercised rights or options of this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel extend the Term or expand the Premises (whether expansion options, rights of first refusal, rights of first offer, or otherwise), and declare 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 Tenant’s exercise and of the Termination Option, in which case this Lease shall continue in full no force and effect for the full Term unaffected by Tenant’s exercise of the Termination Optionor 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 exercise of the Termination Option pursuant to the preceding sentenceparagraph, 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. Upon Tenant’s request after the Commencement Date, Landlord shall notify Tenant of its calculation of the Termination Payment.

Appears in 2 contracts

Samples: Lease (Passage BIO, Inc.), Lease (Passage BIO, Inc.)

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease on the Termination Date (as defined belowa) nor has there previously been an Event of Monetary Default, and this Lease is in full force and effect, Tenant shall have the a conditional one-time 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 (“Termination Option”). The “Termination Date” shall mean ) effective as of the last day of the 40th sixty-fifth (65th) full calendar month after of the Commencement Term (“Early Termination Date. If ”), which right shall be subject to the satisfaction of all of the following conditions: (i) The Tenant desires has sold or will be selling prior to exercise the Early Termination OptionDate, all of its assets to a new non-affiliated entity; (ii) Tenant shall give to notifies Landlord irrevocable written notice in writing of Tenant’s election to exercise of the its Termination Option (“Termination Notice”)) at least twelve (12) months prior to the Early Termination Date; (iii) at the time of Tenant’s Termination Notice, together with there is no default by Tenant hereunder; and (iv) Tenant’s Termination Notice is accompanied by payment to Landlord, as Additional Rent hereunder, of the Termination Payment Fee (as defined below). . (b) The Termination Notice and the Termination Payment Fee shall be received by Landlord no later than equal to three (3) months of the date that is 9 months prior to then-current Rent, including Base Rent, estimated Operating Expenses and estimated Real Estate Taxes plus the Termination Date, failing which the Termination Option shall be deemed waived unamortized Landlord’s Costs (provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay the Termination Paymentdefined below). The “Termination Payment” For the purposes hereof, Landlord’s Costs shall equal the sum ofmean: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid incurred by Landlord in connection with this Lease or any future amendment to this Lease; , (ii) rent concessions; the costs of the Improvements paid for by Landlord as set forth on Exhibit “B” and the amount of any future improvement allowance or improvement costs paid or incurred by Landlord with respect to any additional spaced leased by Tenant pursuant to the Lease or any amendment hereto, and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, any Base Rent abated pursuant to the Premises in connection with terms of Sections 1.02 and 3.01 of this Lease, Exhibit “B” hereto, or any future amendment to this Lease. Tenant acknowledges For the purpose of determining the unamortized portion of the Landlord’s 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 beginning on the commencement date of Tenant’s Base Rent obligations with respect to any space (including the initial Premises) leased hereunder by Tenant, and agrees ending on the Expiration Date (as defined in Section 1.22). The Landlord estimates (prior to the execution of this Lease) that the Termination Payment is not a penalty Fee will be approximately $870,691.00. (c) If Tenant properly exercises the Termination Option and is fair and reasonable compensation the conditions applicable thereto have been satisfied, this Lease shall be deemed terminated on the Early Termination Date, Tenant shall return possession of the 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 accrue prior to such Early Termination Date and those rights and obligations which expressly, or by their nature, survive the loss termination of expected rentals from Tenantthis Lease (including all indemnification obligations hereunder). The If Tenant properly exercises the Termination Payment shall be payable by wire transfer or cashier’s check. Time is of Option and subsequently fails to timely and properly vacate the essence with respect Premises and return possession thereof to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period Landlord on or after before the date of the Termination Notice, up to and including the Early Termination Date, Tenant shall be deemed to be holding over in default of this Leasethe Premises, 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 this Lease holdover 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 be subject 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 apply2.02 hereof.

Appears in 2 contracts

Samples: Deed of Lease (DTLR Holding, Inc.), Deed of Lease (DTLR Holding, Inc.)

Termination Option. Provided Tenant is (a) In addition to Tenant's Termination Option contained in the originally named Tenant, Tenant is neither in monetary default of this Original Lease on with respect to the Termination Date (as defined below) nor has there previously been an Event of Monetary Default, and this Lease is in full force and effectOriginal Premises, Tenant shall have the right one-time option (the "Expansion Termination Option") to terminate this the Lease with respect to the Expansion Premises only, but not any portion of the Expansion Premises. Such termination shall be effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean any time after the last day of the 40th full calendar month which is twenty four (24) months after the Commencement Termination Date (defined in the Original Lease) (the "Expansion Termination Date. If "), upon the following terms and conditions: (i) Tenant desires gives Landlord written notice (the "Expansion Termination Notice") of Tenant's election to exercise the Expansion Termination Option, Option on or before 5:00 p.m. Pacific Standard Time on or before the date which is no less than seven (7) months prior to the Expansion Termination Date (the "Expansion Termination Notice Date"); (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 give pay to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that which is 9 four (4) months prior to the Expansion Termination Date an amount equal to the Expansion Termination Fee (defined below). The "Expansion Termination Fee" shall mean the sum of (I) the then total Basic Rental for the five (5) month period immediately following the Expansion Termination Date, failing which plus (II) the unamortized Expansion Leasing Costs (defined below) as of the Expansion Termination Option shall be deemed waived (provided Landlord reserves Date, based upon an amortization period from the right to waive in writing Expansion Premises Commencement Date until the requirement that Tenant fully and/or timely pay Expiration Date, with interest accruing on said unamortized Expansion Leasing Costs at 8% per annum from the Termination Payment)date they were paid. The “Termination Payment” term "Expansion Leasing Costs" shall equal mean the sum of: of (A) all costs and expenses incurred by Landlord in connection with the unamortized Expansion Improvements (amortized on a straight-line basis with interest at 10%): defined below) for the Expansion Premises, and (iB) the brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Amendment. Landlord for improvements, including the Leasehold Improvements, agrees to the Premises in connection with this Lease. provide to Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 statement of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date amount of the Expansion Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, 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 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 Fee within five (5) business days 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 's request for such date, the Expiration Date shall be the Termination Date, and the terms and provisions of Section 18 shall applyamount.

Appears in 2 contracts

Samples: Standard Office Lease (Netzero Inc), Standard Office Lease (United Online Inc)

Termination Option. Provided Tenant is the originally named Tenantthat, Tenant is neither in monetary default as of this Lease on the Termination Date (as defined below), Tenant is not in default (beyond any applicable notice and cure period) nor has there previously been an Event under the terms of Monetary Default, and this Lease is in full force and effectLease, Tenant shall have the right a one-time option to terminate this Lease effective at 11:59 p.m. on the date that is eighty-five (85) months after the Commencement Date of this Lease (the “Termination Date, in accordance with and subject to each of the following terms and conditions (“Termination Option”). The “Termination Date” Said option shall mean the last day of the 40th full calendar month after the Commencement Date. If only be exercisable by Tenant desires to exercise the Termination Option, Tenant shall give to giving Landlord irrevocable written notice of Tenant’s exercise of election to terminate the Termination Option Lease (the “Termination Notice”), together which Termination Notice must be received by Landlord at least twelve (12) months prior to the Termination Date, time being of the essence with respect thereto. As consideration for and a condition precedent to Landlord granting to Tenant the option to terminate the Lease as set forth herein, the Termination Notice shall be accompanied by a certified or cashier’s check made payable to the order of the Landlord in the amount of the Termination Payment (as defined below). The Failure 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, Tenant shall nonetheless be received by Landlord no later than responsible to continue to comply with all of the date that is 9 months prior to 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 Date. For the purposes hereof, failing which the Termination Option shall be 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 Payment” shall mean an amount equal to the sum ofof the following: (Ai) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions portion of the cost of Landlord’s Improvements identified in EXHIBIT C attached hereto and attorneys’ all architectural and space planning fees paid incurred by Landlord in connection 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 (iiiv) rent concessions; the unamortized portion of all legal fees and costs incurred with the drafting, negotiation, and completion of this Lease. For purposes of determining the foregoing components of the Termination Payment, Landlord shall utilize a hypothetical amortization period of one hundred twenty (iii120) total cost months and an interest rate of ten percent (10%), with the balance as of the eighty-fourth (84th) month being the unamortized portion that is due with respect to each component of the Termination Payment. Within ninety (90) days after the Commencement Date, Landlord shall deliver to Tenant in writing and Tenant shall acknowledge in writing the actual amount of the Termination Payment based on the actual costs incurred by Landlord for improvements, including and based on the Leasehold Improvements, foregoing amortization formula. The option to the Premises terminate contained in connection with this Lease. Paragraph is personal to Tenant acknowledges and agrees that the Termination Payment is not transferable by any assignment or subletting (other than to a penalty and is fair and reasonable compensation Permitted Transferee). In the event of an assignment or subletting of Tenant’s interest under the Lease (other than to Landlord for a Permitted Transferee), the loss of expected rentals from Tenant. The Termination Payment option to terminate contained herein shall be payable by wire transfer or cashier’s check. Time is of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void Tenant’s exercise and of the Termination Option, in which case this Lease shall continue in full no further 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 applyor effect.

Appears in 2 contracts

Samples: Lease Agreement (Connecture Inc), Lease Agreement (Connecture Inc)

Termination Option. Provided Tenant is fully and completely satisfies each of the originally named Tenantconditions set forth in this Section 2.4, Tenant is neither in monetary default of this Lease 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, Original Tenant shall have the right option (“Termination Option”) to terminate this Lease effective at 11:59 p.m. on as of the expiration of the sixtieth (60th) full calendar month of the Lease Term (the “Termination Date, in accordance with and subject to each of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires In order to exercise the Termination Option, Tenant shall must fully and (a) Tenant must give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with ) of its exercise of the Termination Payment (as defined below). The Option, which Termination Notice and the Termination Payment shall must be received by delivered to Landlord no later than the date that is 9 at least nine (9) months prior to the Termination Date, failing which ; (b) at the time of the Termination Option Notice Tenant shall not be deemed waived in Default under this Lease after expiration of applicable cure periods; and (provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay c) concurrently with Tenant’s delivery of the Termination Payment). The Notice to Landlord, Tenant shall pay to Landlord a termination fee (“Termination Payment” shall Fee”) equal the sum of: (A) to the unamortized (amortized on a straight-line basis with interest at 10%): balance, as of the Termination Date, of (i) the Tenant Improvement Allowance (and the Additional Allowance, if applicable), and (ii) the brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, . Amortization pursuant to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if 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 interest, with interest imputed on the 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 time during the period assignee, sublessee or other Transferee of Tenant’s interest in this Lease). If Tenant exercises Tenant’s Termination Option, then, on or after the date of the Termination Notice, up to and including before the Termination Date, Tenant shall be vacate and surrender the Premises to Landlord in default of this Lease, then Landlord may elect, but is not obligated, the condition required by written notice to Tenant to cancel and declare null and void Tenant’s exercise of the Termination 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 (as if the Termination Date with were the same force and effect as if original expiration date under 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 applyLease).

Appears in 2 contracts

Samples: Office Lease (Recursion Pharmaceuticals, Inc.), Office Lease (Recursion Pharmaceuticals, Inc.)

Termination Option. Provided Tenant (so long as Tenant is the originally named Tenant, Tenant is neither not then in monetary default of this Lease on the Termination Date (as defined belowhereunder) 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 right to terminate this Lease effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each as of the end of the thirty-ninth (39th) month next following terms and conditions the Commencement Date of this Lease or Amendment (“Termination OptionDate). The “Termination Date” shall mean the last day ) by delivery of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable a written termination notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment ) to Landlord at least six (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 6) months prior to the Termination Date. In the event of any such termination, failing which Tenant shall pay to Landlord one-half (1/2) of the Termination Option shall be deemed waived Fee (provided Landlord reserves defined below) within ten (10) days after Tenant’s receipt of the Calculation Statement (as hereafter defined) and the remaining one-half (1/2) of the Termination Fee upon the actual date of the termination. In the event that Tenant exercises the right to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). The “Termination Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid of termination by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date delivery of the Termination Notice, up the termination fee (the “Termination Fee”), payable by Tenant to Landlord, shall be equal to the sum of (i) an amount equal to two (2) months of the then Basic Rent, plus (ii) the unamortized portion of (x) all improvements to the Premises (both initial space and any subsequent expansion space) paid for by Landlord, (y) all leasing and brokerage commissions and expenses relating to this Lease paid for by Landlord (including the Termination Dateinitial Premises and any subsequent Refusal Space), Tenant 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 by Landlord (the sum of the costs described in items (x), (y) and (z) above being referred to as the “Total Costs”),. The unamortized portion of the Total Costs shall be in default of this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void Tenant’s exercise the balance of the Termination Option, in which case this Lease shall continue in full force and effect for the full Term unaffected by Tenant’s exercise Total Costs remaining to be amortized as 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 amortization period beginning on the Commencement Date and effect as if the Term were fixed to expire ending on such date, the Expiration Date shall be the Termination Date. Such amortization shall be calculated using the even payment method at an interest rate equal to Ten percent (10%) per annum, all such payments having been assumed to be made through the Termination Date. Within thirty (30) days after the delivery of the Termination Notice, Landlord prepare and deliver to Tenant 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 Rider, and the terms rights contained herein, null and provisions void and of Section 18 shall applyno further force or effect. Additionally, Tenant agrees to fully and faithfully perform all of its obligations under the Lease for the period commencing upon receipt of the Termination Notice 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 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. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease 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, A. Tenant shall have the right option (the “Termination Option”) to terminate this Lease effective at 11:59 p.m. and the term and estate hereby granted as of the last day of the calendar month immediately preceding the second (2nd) anniversary of the 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, (b) Tenant gives Owner a written notice of Tenant’s election to exercise the Termination Option (hereinafter called “Termination Notice”) not less than nine (9) months prior to such Termination Date, TIME BEING OF THE ESSENCE with respect to the giving of the Termination Notice, and (c) Tenant is not in default under this Lease either on the date that Tenant exercises the Termination Option, or on the Termination Date, unless waived in accordance with and subject to each writing by Owner. Notwithstanding its exercise of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give be obligated to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”)pay all Fixed Rent, together with the Termination Payment (as defined below). The Termination Notice Additional Rent and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior all other charges to the Termination Date, failing which the Termination Option shall be deemed waived (provided Landlord reserves the right become due from Tenant to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). The “Termination Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with Owner under this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up Lease to and including the Termination Date, Tenant shall be in default of this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void Tenant’s exercise . B. In the event of the giving of such Termination 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, Notice (i) this Lease and the Term term and estate hereby granted (unless the same shall come have expired sooner pursuant to an end any of the conditions of limitation or other provisions of this Lease or pursuant to law) shall terminate on the Termination Date with the same force and effect as if such date were the date hereinbefore specified for the expiration for the Term were fixed to expire on such dateof this Lease, (ii) the Expiration Date Fixed Rent, Additional Rent and all other charges payable hereunder shall be 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 provisions of Section 18 shall applyvoid and deleted from this Lease.

Appears in 2 contracts

Samples: Lease Agreement (Polarityte, Inc.), Lease Agreement (Polarityte, Inc.)

Termination Option. Provided Tenant is Provided: (a) the originally named Tenant, Tenant is neither in monetary default of this Lease on the Termination Date (as defined below) nor has there previously been an Event of Monetary Default, and this Lease is then in full force and effecteffect and (b) Tenant is not in Monetary Default under the Lease beyond applicable notice and cure periods, Tenant shall have the one time right and option to terminate the Lease (“Termination Option”) effective June 30, 2027 (“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 June 30, 2026. 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) $3,534,441.52 , plus (y) 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 with respect to the expansion space including Landlord’s brokerage costs, legal fees, construction allowances, and rent abatement, all amortized as of the expansion space rent commencement date through the Extended Term of this Lease with eight percent (8%) per annum interest, and part (y) of the Termination Fee shall be deemed to include Base Rent, Taxes and Expenses due for the Premises and the expansion space. Half of the Termination Fee shall be payable contemporaneously with Tenant’s transmittal to Landlord of the Termination Notice; the balance shall be payable no later than thirty (30) days prior to 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 the Lease shall terminate effective at 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 the Lease on or before 11:59 p.m. on the Termination Date, in accordance with and subject . Tenant shall also pay to each of Landlord on or before the following terms and conditions (“Termination Option”). The “Termination Date” shall mean , and be responsible for, all sums due under the last day of Lease that accrue under the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months Lease on or prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with Tenant’s rights under this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, Section are personal to the Premises Tenant named in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, then Landlord may electits Affiliates, but is not obligated, by written notice to and any successor Tenant to cancel and declare null and void Tenant’s exercise of the Termination 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 after any Business Transfer in accordance with this paragraph and Landlord has not negated the effectiveness of Tenant’s exercise Section 11.04 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 applyLease.

Appears in 2 contracts

Samples: Office Lease Agreement, Office Lease Agreement (Xeris Pharmaceuticals Inc)

Termination Option. Provided Tenant shall have the one-time option to terminate this Lease (the “Termination Option”) effective as of the date that is thirty-six (36) months after the originally named Tenantactual Term Commencement Date (the “Termination Date”) by providing Landlord no less than nine (9) months’ prior written notice (the “Termination Notice”). Simultaneously with delivery of the Termination Notice, Tenant is neither in monetary default of this Lease on shall deliver to Landlord the Termination Date Fee (as defined below) nor has there previously been an Event of Monetary Default, as consideration for and this Lease is in full force and effect, Tenant shall have the right a condition precedent 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 (“Termination Option”)such early termination. The “Termination DateFeeshall mean means an amount equal to the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise unamortized amounts (as of the Termination Option 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 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 Notice”), together with Fee will be calculated and confirmed by the Termination Payment parties in the Acknowledgement (as defined below). The If Tenant fails to timely deliver to Landlord the Termination Notice or the Termination Fee, then the Termination Option shall automatically terminate and be of no further force or effect. If Tenant timely delivers to Landlord the Termination Notice and the Termination Payment Fee, then Tenant shall be received by surrender the Premises to Landlord no later than on or before the date that is 9 months prior to Termination Date in accordance with all of the terms and conditions of this Lease. If Tenant does not so surrender the Premises in accordance with all of the terms and conditions of this Lease on or before the Termination Date, failing which then Tenant, pursuant to Article 27, shall become a tenant at sufferance until the Termination Option shall be deemed waived actual date (provided Landlord reserves the right to waive in writing the requirement “Surrender Date”) that Tenant fully and/or timely pay surrenders the Termination Payment). The “Termination Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Premises to Landlord in connection accordance with this Lease; (ii) rent concessions; the terms and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default conditions of this Lease, 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 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 delivers to Landlord the Termination Notice and properly exercises the Termination Fee, then this Lease shall terminate on the later of (a) the Termination Date and (b) the Surrender Date, and shall thereafter be of no further force or effect, except for those provisions that, by their express terms, survive the expiration or earlier termination of this Lease. Notwithstanding anything in this Section to the contrary, Tenant shall not be permitted to exercise the Termination Option during such period of time that Tenant is in accordance with default under any provision of this paragraph and Landlord has not negated the effectiveness of Tenant’s Lease. Any attempted exercise of the Termination Option pursuant 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 the preceding sentenceAdHarmonics, 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 and the Term shall come subsequent to an end on the Termination Date assignment in accordance 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 all of the terms and provisions conditions of Section 18 shall applyArticle 29 below.

Appears in 2 contracts

Samples: Lease (EverQuote, Inc.), Lease (EverQuote, Inc.)

Termination Option. Provided Tenant is If (a) as of the originally named date of the delivery of Tenant, Tenant is neither in monetary default of this Lease on the ’s Termination Date Notice (as defined below) nor to Landlord, Tenant has there previously been an Event 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 delivery of Monetary DefaultTenant’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 this Lease a space of the square footage and use sought by Tenant is not, in full force and effectLandlord’s reasonable determination, available for lease as of the Effective Termination date (defined below), then in either case Tenant shall have the right option (the “Termination Option”) to terminate this Lease effective at 11:59 p.m. on as of the day prior to the seventh (7th) anniversary of the Rent Commencement Date (the “Effective Termination Date”) by providing Landlord with no fewer than six (6) months’ prior written notice of such termination (the “Tenant’s Termination Notice”), subject to the terms and conditions of this Article 18. On or before the Effective Termination Date, in accordance with and subject Tenant shall pay to each of Landlord the following terms and conditions Termination Fee (“Termination Option”defined below). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires timely and properly exercises its Termination Option and timely pays to exercise Landlord the Termination OptionFee, 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 shall fails to timely give Tenant’s Termination Notice or to Landlord irrevocable written notice timely pay the Termination Fee (either of which conditions may be waived in Landlord’s sole discretion), Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord null and void, and Tenant shall have no later than further option to terminate the date that is 9 months Term of the Lease prior to the Termination Dateoriginal expiration date thereof, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines except as otherwise set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, 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 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 2 contracts

Samples: Lease Agreement (Arcellx, Inc.), Lease Agreement (Arcellx, Inc.)

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease 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 right option (“Tenant’s Termination Option”) to terminate this Lease effective at 11:59 p.m. on as of the expiration of the sixtieth (60th full month of the Lease Term (the “Early Termination Date”) with respect to the entire Premises. Tenant’s Termination Option shall be exercised, in accordance with and subject to each of the following terms and conditions if at all, by (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give i) written notice to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord given no later than the date that is 9 six (6) months prior to the Early Termination Date, failing which and (ii) Tenant’s payment to Landlord of a fee (the Termination Option shall be 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 Payment” shall Fee”) equal to the sum of: of (A) the unamortized cost (amortized on a straight-line basis with interest at 10%): as of the Early Termination Date) of (i1) the brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; Lease to the brokers identified in Section 12 of the Summary, and (iii2) total cost incurred the Tenant Improvement 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. For purposes of clause (A) above, the amortization shall be computed on a straight line basis over the period commencing on the 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 for improvements, including to Tenant with respect to Tenant’s lease of such space (or the Leasehold Improvements, to the Premises cost of any work performed by Landlord in connection with this Lease. Tenant acknowledges 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 space, and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence any free rental period with respect to Tenant’s lease of such space, such amortization to be computed on a straight line basis over the dates and deadlines set forth herein. Notwithstanding period commencing on the foregoingrent commencement date under this Lease with respect to such space (or, if at any time during the period rent commencement date is not the first day of a calendar month, on or the first day of the first full calendar month after the date of rent commencement date), and ending on the Termination Notice, up to and including the Termination Lease Expiration Date, Tenant shall be in default together with interest at the rate of this Lease, 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 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.eight percent (8%) per annum

Appears in 2 contracts

Samples: Sublease Agreement (CrowdStrike Holdings, Inc.), Sublease Agreement (CrowdStrike Holdings, Inc.)

Termination Option. Provided (a) Tenant shall have the one-time 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”) effective upon the conclusion of the sixth (6th) Lease Year (the “Termination Option Date”) provided, however, that the effectiveness of the exercise of the Termination Option shall be conditioned upon (i) Tenant delivering a Notice to Landlord exercising the Termination Option (the “Termination Option Notice”) not later than the conclusion of the fifth (5th) lease year and (ii) Tenant’s payment to Landlord, at the same time as the delivery of the Termination Option Notice, of the “Termination Payment” (as hereinafter defined) equal to the sum of the unamortized portion of the Lease Costs, as hereinafter defined, calculated using an eight percent (8%) interest rate, plus the amount which is equal to four (4) months of Basic Rental payable for the originally named 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 neither 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 expire on the Termination Option Date, with the same force and effect as if said date were the Expiration Date set forth in monetary default this Lease, unless sooner terminated pursuant to any other term, covenant or condition of this Lease or pursuant to law. (c) Notwithstanding anything to the contrary contained herein, any exercise by Tenant of its Termination Option under this Section 36.1 shall be void and of no effect unless on the date Tenant issues the Termination Option Notice to Landlord and on the Termination Date Option Date: (as defined belowi) nor has there previously been an Event of Monetary Default, and 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 cure 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 have the right 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 terminate this Lease effective at 11:59 p.m. on the Termination Datebe or become due, owing or imposed in accordance connection with and subject to each of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”)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, together with the Termination Payment (including, without limitation any penalties and interest imposed or to be imposed in connection therewith. Tenant, at Landlord’s request, shall promptly prepare, execute and file such returns, affidavits and other documentation as defined below). The Termination Notice and the Termination Payment shall may be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord required in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord for the loss of expected rentals from Tenantsuch taxes. The Termination Payment provisions of this Section 36.3 shall be payable by wire transfer survive the Expiration Date or cashier’s check. Time is of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default earlier termination of this Lease, 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 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 2 contracts

Samples: Lease (Covisint Corp), Lease (Covisint Corp)

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease 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 right to terminate this the Lease (the “Termination Option”), effective at as of 11:59 p.m. Mountain Standard Time on November 30, [***]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] 2030 (the Termination Date”), in accordance with but solely upon and subject to each all of the following terms and conditions conditions: (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If i) Tenant desires to exercise the Termination Option, Tenant shall give must deliver to Landlord irrevocable written notice of Tenant’s election to exercise of the its Termination Option in accordance with this Section 7 (the “Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received ) by Landlord no later than November 30, 2029 (the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; Notice Deadline”); (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation shall pay to Landlord for a sum of [***] in cash (the loss of expected rentals from Tenant. The Termination Payment Fee”), in accordance with the following schedule: (y) [***] shall be payable by wire transfer or cashier’s check. Time is of due simultaneously with the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date delivery of the Termination Notice, and (z) the remaining [***] shall be due by 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 cure period and further shall, at Landlord’s option exercisable by written notice to Tenant delivered no later than five (5) days following such failure, terminate the Termination Option and render Tenant’s exercise thereof void and of no further force or effect, in which event the expiration date of the Lease shall revert to the Expiration Date (as herein amended). (iii) The Termination Notice shall be 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 the Termination Date were the scheduled Expiration Date under the Lease. (v) If Tenant terminates pursuant to the foregoing terms and conditions, then on or before the 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, Tenant shall beyond any applicable notice and cure period, must not be in default outstanding as of this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void the date of Tenant’s exercise delivery of the Termination Option, in which case this Lease shall continue in full force and effect for the full Term unaffected by Tenant’s exercise Notice or as of the Termination OptionDate. If Tenant timely and properly exercises In the Termination Option in accordance with this paragraph and Landlord has not negated event that an Event of Default is then occurring under the effectiveness of Lease (beyond any applicable cure periods) Tenant’s exercise 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 Option pursuant 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 preceding sentence, this Lease as set forth herein shall automatically terminate and be null and void. If such assignment or sublease in violation of the Term shall come to an end on terms of the Lease occurs after the delivery of the Termination Date with the same force and effect as if the Term were fixed to expire on such dateNotice, the Expiration Date 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 terms and provisions of Section 18 shall applyLease to terminate the Lease prior to the Expiration Date (as herein amended).

Appears in 1 contract

Samples: Lease (Mesa Air Group Inc)

Termination Option. Provided Tenant is Lessee satisfies each of the originally named Tenantconditions set forth in this PARAGRAPH 38, Tenant is neither in monetary default of this Lease 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 Lessee shall have the right option (the "Termination Option") to terminate this Lease effective at 11:59 p.m. on as of March 1, 2003 (the "Termination Date, in accordance with and subject to each of the following terms and conditions (“Termination Option”"). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires In order to exercise the Termination Option, Tenant shall Lessee must satisfy the following conditions: (i) Lessee must give to Landlord Lessor irrevocable written notice of Tenant’s exercise of its intention to terminate this Lease (the Termination Option (“"Termination Notice"), together with the Termination Payment (as defined below). The which Termination Notice and the Termination Payment shall must be received by Landlord no later than the date that is 9 delivered to Lessor at least nine (9) months prior to the Termination Date, failing which time being strictly of the essence; (ii) at the time of the Termination Option Notice, Lessee shall not be deemed waived in default under this Lease beyond the expiration of applicable cure periods, or if Lessee is in default, Lessee shall cure such default within thirty (provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay 30) days after the Termination Payment). The “Notice, and (iii) Lessee pays to Lessor on the Termination Payment” shall Date, in immediately available funds, an amount equal the sum ofto: (A) 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 (B) the unamortized amount of (amortized on a straight-line basis with interest at 10%): (i1) brokerage any leasing commissions and attorneys’ fees paid by Landlord Lessor in connection with this Lease; (ii) rent concessions; , and (iii2) total cost incurred by Landlord costs paid to Lessee as reimbursement for improvements, including the Leasehold Improvements, using an interest rate of ten percent (10%) per annum. The amounts described in (A) and (B) shall be collectively referred to herein as the Premises in connection with this Lease. Tenant acknowledges and agrees "Termination Fee." The parties agree that the Termination Payment Fee is not a penalty and is fair and reasonable 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 good faith estimate of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void Tenant’s damages Lessor would incur upon Lessee's exercise of the Termination Option, in which case that the actuxx xxount of such damages would be impossible or impracticable to determine, and 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 it or exercised by any party other than PrimeSource Surgical, Inc. The Termination Option shall automatically terminate upon an assignment of 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 any attempt to assign the Termination Option in accordance with this paragraph shall be void and Landlord has not negated the effectiveness of Tenant’s exercise of the no effect. The Termination Option may not be exercised if Lessee has exercised an Extension Right 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 applyPARAGRAPH 39 below.

Appears in 1 contract

Samples: Triple Net Lease (Luxtec Corp /Ma/)

Termination Option. Provided Tenant is Subtenant shall have a one-time option to terminate this Sublease (“Termination Option”) to be effective as of the originally named Tenantfifth (5th) anniversary of the Commencement Date (“Early Termination Date”), Tenant is neither in monetary default subject to the terms and conditions of this Lease on Section 3. The Termination Option shall be exercised by Subtenant, if at all, by providing prior written notice to Sublandlord of Subtenant’s election to terminate the Sublease (“Termination Notice”) not less than twelve (12) months prior to the fifth (5th) anniversary of the Commencement Date, together with payment of the Termination Date Fee (as defined below) nor has there previously been an Event within the time period specified in this Section 3. Within thirty (30) days of Monetary Defaultreceipt of the Termination Notice, Sublandlord shall notify Subtenant of the exact amount of the termination payment to be made by Subtenant, which shall be equal to the sum of (i) the unamortized lease commissions and Allowance actually paid by Sublandlord for the entirety of the Sublease Premises, including the Expansion Space, calculated on a straight-line, non-interest basis over the entire Term as if the same had expired on the scheduled Expiration Date set forth in Section 2(a), and this Lease is in full force and effect, Tenant shall have (ii) Two Million Eighteen Thousand Dollars ($2,018,000) (the 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 (“Termination OptionFee”). The “Termination Date” Subtenant shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise pay the Termination Option, Tenant shall give Fee to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no Sublandlord not later than the date that is 9 months ninety (90) days prior to the Early Termination Date. At Sublandlord’s election in its sole and absolute discretion, failing which the Termination Option shall be deemed waived (provided Landlord reserves void and of no force and effect if Subtenant is in default beyond any applicable notice and cure period under this Sublease at the right to waive in writing the requirement that Tenant fully and/or timely pay time of providing the Termination Payment)Notice or on the Early Termination Date. The “Termination Payment” shall equal the sum of: Within thirty (A30) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that days after receipt of the Termination Payment is not a penalty Fee, Sublandlord and is fair and reasonable compensation Subtenant shall enter into an amendment to Landlord for this Sublease to amend the loss of expected rentals from TenantExpiration Date to be the Early Termination Date. The Termination Payment shall Option is personal to New Century Mortgage Corporation and any Permitted Transferee (as defined in Section 6) and may not otherwise be payable by wire transfer assigned or cashier’s check. Time is of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, 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 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 applytransferred.

Appears in 1 contract

Samples: Sublease (New Century Financial Corp)

Termination Option. Provided Tenant is Section 3.1 of the originally named Tenant, Tenant is neither in monetary default of this Lease on Second Amendment shall continue to apply to the Termination Date Additional Vivarium Premises (as defined below) nor has there previously been an Event of Monetary Default, and this Lease is in full force and effectthe Second Amendment). Notwithstanding anything to the contrary in the Lease, Tenant shall have the right to terminate this Lease effective at 11:59 p.m. on the Termination DateLease, in accordance with and subject to each of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence but only with respect to the dates Second Additional Vivarium Premises (and deadlines no less than all of the Second Additional Vivarium Premises), by providing written notice (the “Second Additional Vivarium Termination Notice”) to Landlord at least sixty (60) days prior to Tenant’s desired termination date (the “Second Additional Vivarium Termination Date”), which Second Additional Vivarium Termination Date shall be set forth hereinin the Second Additional Vivarium Termination Notice. Notwithstanding Subject to (a) Landlord’s timely receipt of the foregoingSecond Additional Vivarium Termination Notice and (b) Tenant surrendering the Second Additional Vivarium Premises in the condition required under the Lease (including, if at any time during 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 Second Additional Vivarium Premises shall terminate and be of no further force or effect, and Landlord and Tenant shall 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 on or after the date of the Termination Notice, up to and including the Second Additional Vivarium Termination Date, Tenant shall be in default of this Lease, then Landlord may elect, but is not obligated, by written notice . The termination right granted to Tenant pursuant to cancel this Section shall automatically terminate and declare null and void be of no further force or 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 exercise right to possession of the Termination OptionSecond 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, in which case this Lease shall continue in full force and effect for the full Term unaffected may not be exercised 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 any other assignee, sublessee or transferee of Tenant’s exercise of or a Permitted Transferee’s interest in 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 applyLease.

Appears in 1 contract

Samples: Lease (Omeros Corp)

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease on the Termination Date (as defined belowa) nor has there previously been an Event of Monetary Default, and this Lease is in full force and effect, Tenant shall have the a conditional 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 (“Termination Option”). The “Termination Date” shall mean ) as of the last day of the 40th full calendar month after fifth (5th) Lease Year (as such term is defined in Paragraph 7) or at any time thereafter, subject to the Commencement Date. If satisfaction of all of the following conditions: (i) Tenant desires to exercise the Termination Option, Tenant shall give to notifies Landlord irrevocable written notice in writing of Tenant’s election to exercise of the its Termination Option (the “Termination Notice”) at least four (4) full calendar months prior to Tenant’s desired early termination date, which Termination Notice must specify Tenant’s desired early termination date (the “Early Termination Date”); (ii) at the time of Tenant’s Termination Notice and as of the Early Termination Date, together with there is no default by Tenant under the Lease beyond any applicable notice and cure period; (iii) at the time of Tenant’s Termination Notice, Tenant has not exercised the Renewal Option granted in Paragraph 9 above; and (iv) Tenant pays to Landlord, as Additional Rent under the Lease, the Termination Payment Fee (as defined below). , which Termination Fee must be paid to Landlord within twenty (20) days after Tenant delivers the Termination Notice. (b) The Termination Notice Fee shall be equal to the unamortized portion of the Landlord’s Costs as of the Early Termination Date. For the purpose of determining the unamortized portion of the Landlord’s Costs, all such Landlord’s Costs, along with interest thereon at eight percent (8%) per annum, will be amortized on a straight line basis in equal monthly installments over the period beginning on the End Date and ending on the Extension Term Expiration Date. (c) If Tenant properly exercises the Termination Option and the Termination Payment conditions applicable thereto have been satisfied, the Lease shall be received by Landlord no later than deemed terminated on the date that is 9 months prior to the Early Termination Date, failing Tenant shall return possession of the Premises to Landlord in broom clean condition and in accordance with the terms of the Lease, and the parties respective rights and obligations under the Lease shall terminate, except for those obligations which accrue prior to such Early Termination Date and those rights and obligations which expressly, or by their nature, survive the termination of the Lease (including all indemnification obligations). If Tenant properly exercises the Termination Option shall be deemed waived (provided Landlord reserves the right and subsequently fails to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). The “Termination Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to properly vacate the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation return possession thereof 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after before the date of the Termination Notice, up to and including the Early Termination Date, Tenant shall be deemed to be holding over in default of this Leasethe Premises, then Landlord may elect, but is not obligated, by written notice which holdover shall be subject to Tenant to cancel and declare null and void Tenant’s exercise the holdover provisions of the Termination 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 applyLease.

Appears in 1 contract

Samples: Lease (TopBuild Corp)

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease 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 a one time 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 (Early Termination Option”). The “Termination Date” shall mean ) with such termination being effective at any point in time after the last day of the 40th full calendar sixty second (62th) month after of the Commencement Term (the “Early Termination Date. If Tenant desires to exercise the Termination Option”), Tenant shall give to by giving Landlord irrevocable at least nine months prior written notice of (“Tenant’s exercise of the Termination Option (“Early Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum ofthat: (A1) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after before the date of the Termination Notice, up to and including the Early Termination Date, Tenant shall be in default has paid Landlord all amounts due and owing under the Lease; and (2) Tenant pays to Landlord within ten days after the delivery of this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void Tenant’s Early Termination Notice, a termination fee equal to the 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.e. broker fees and costs), 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: (a) there being no uncured Event of Default at the time of exercise of the Early Termination OptionOption or on the Early Termination Date; and (b) Tenant not having subleased or assigned its interest under the Lease (other than to an Affiliate), in which case this Lease shall continue in full force and effect for as of the full Term unaffected by Tenant’s date of exercise of the Early Termination OptionOption or on the Early Termination Date. If this Early Termination Option is timely exercised, Tenant will deliver possession of the Premises to Landlord on the Early Termination Date in accordance with the terms of this Lease and all other terms will apply as if this Lease had expired according to its terms, including Tenant’s Share of Expenses attributable to periods prior to the Early Termination Date at such 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 properly exercises 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 Termination Option in accordance with Premises or this paragraph and Landlord has not negated the effectiveness of Tenant’s exercise Lease; upon a Transfer of the Termination Option pursuant Lease by Tenant (other than to the preceding sentencean Affiliate), this Lease Section is null 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 applyvoid.

Appears in 1 contract

Samples: Lease Agreement (Xata Corp /Mn/)

Termination Option. Provided Tenant is Notwithstanding anything to the originally named Tenant, Tenant is neither contrary in monetary default of this Lease 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 effectLease, Tenant shall have the right to terminate this Lease effective at 11:59 p.m. on the Termination DateLease, in accordance with and subject to each of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence but only with respect to the dates Ninth Additional Vivarium Premises (and deadlines no less than all of the Ninth Additional Vivarium Premises), by providing written notice (the “Ninth Additional Vivarium Termination Notice”) to Landlord at least sixty (60) days prior to Tenant’s desired termination date (the “Ninth Additional Vivarium Termination Date”), which Ninth Additional Vivarium Termination Date shall be set forth hereinin the Ninth Additional Vivarium Termination Notice. Notwithstanding Subject to (a) Landlord’s timely receipt of the foregoingNinth Additional Vivarium Termination Notice and (b) Tenant surrendering the Ninth Additional Vivarium Premises in the condition required under the Lease (including, if at any time during without limitation, Section 18.2 and Article 26 of the Lease), then, as of the Ninth Additional Vivarium Termination Date, the Lease with respect to the Ninth Additional Vivarium Premises only shall terminate and be of no further force or effect, and Landlord and Tenant shall be relieved of their respective obligations under the Lease with respect to the Ninth Additional Vivarium Premises only from and after the Ninth 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 Ninth Additional Vivarium Premises for the period on or after the date of the Termination Notice, up to and including the Ninth Additional Vivarium Termination Date, Tenant shall be in default of this Lease, then Landlord may elect, but is not obligated, by written notice . The termination right granted to Tenant pursuant to cancel this Section shall automatically terminate and declare null and void be of no further force or effect in the event that (y) Tenant assigns, subleases or otherwise Transfers the Ninth 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 exercise right to possession of the Termination OptionNinth Additional Vivarium Premises has previously been terminated. The termination right granted to Tenant pursuant to this Section is personal to Omeros Corporation, in which case this Lease shall continue in full force a Washington corporation (“Omeros”) and effect for the full Term unaffected any Permitted Transferees of Omeros, and may not be exercised 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 any other assignee, sublessee or transferee of Tenant’s exercise of or a Permitted Transferee’s interest in 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 applyLease.

Appears in 1 contract

Samples: Lease (Omeros Corp)

Termination Option. Provided Tenant is So long as there exists no default either at the originally named Tenant, Tenant is neither in monetary default time of this Lease exercise or on the Early Termination Date (as defined below) nor hereinafter defined), the Tenant named herein has there previously been an Event not assigned any portion of Monetary Default, and this Lease is in full force and effectnor sublet any portion of the Premises, Tenant shall have the option to terminate this Lease (the “Termination Right”) effective as of the first day of the eighty-fifth month of the Term (the “Early Termination Date”) upon not less than twelve (12) months prior written notice to Landlord. In order to be effective, such notice must be accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) three (3) months’ Rent at the rate payable as of the Early Termination Date. If Tenant fails to exercise the Termination Right strictly in accordance with this section, then the Termination Right shall automatically lapse and Tenant shall have no 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 (“Termination Option”)Lease. The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s Upon timely exercise of the Termination Option (“Termination Notice”), together Right in compliance with the terms hereof, the Early Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option Date shall be deemed waived (provided Landlord reserves the right to waive Expiration Date and Tenant shall surrender the Premises on or before the Early Termination Date in writing accordance with the requirement that Tenant fully and/or timely pay terms of this Lease. For the Termination Payment). The purposes hereof, Termination PaymentLease Costs” shall equal be the sum of: cost of all brokerage commissions, rental abatements, and Tenant allowances, plus interest on the foregoing items accruing from the Rent Commencement Date at the rate of eight percent (A8%) per annum. For purposes of determining the unamortized (balance of Lease Costs, Lease Costs shall be amortized on a straight-straight line basis with interest at 10%): over the Initial Term. Within sixty (i60) brokerage commissions days after substantial completion of Landlord’s Work, Landlord shall provide a detailed breakdown of the Lease Costs and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord an amortization schedule for the loss same, provided that any delay in delivery of expected rentals from Tenant. The Termination Payment such breakdown shall be payable by wire transfer or cashier’s check. Time is not have any impact on the obligation of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, 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, pay such amounts as provided 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 applyparagraph.

Appears in 1 contract

Samples: Lease Agreement (JetPay Corp)

Termination Option. Provided Tenant is fully and completely satisfies each of the originally named Tenant, Tenant is neither conditions set forth in monetary default of this Lease 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 effectSection 9, Tenant shall have the right option ("Termination Option") to terminate this the Lease (as amended) with respect to the Building C Premises effective at 11:59 p.m. on as of August 31, 2016 only (the "Termination Date, in accordance with and subject to each of the following terms and conditions (“Termination Option”"). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires In order to exercise the Termination Option, Tenant shall must fully and completely satisfy each and every one of the following conditions: (a) Tenant must give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option ("Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A") the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void Tenant’s its exercise of the Termination Option, which Termination Notice must be delivered to Landlord on or before August 31, 2015, (b) at the time of the Termination Notice Tenant shall not be in default under the Lease (as amended) after expiration of applicable cure periods, and (c) concurrently with Tenant's delivery of the Termination Notice to Landlord, Tenant shall pay to Landlord fifty percent (50%) of a termination fee ("Termination Fee") in the total amount of $452,837.00 (which amount has been calculated based upon unamortized refurbishment allowance, brokerage commissions and abated rent for both Building B and Building C). The remaining fifty percent (50%) of the Termination Fee must be paid to Landlord on or before the Termination Date. Notwithstanding anything contained in this Section 9 to the contrary, in the event Tenant fails to deliver the remaining portion of the Termination Fee to Landlord on or before the Termination Date, Landlord shall have the option to either (1) deem the Termination Notice rescinded, in which case this the Lease (as amended) shall continue in full force and effect for the full Term unaffected by Tenant’s exercise remainder of the Extended Term, or (2) deem the Lease terminated as of the Termination OptionDate and pursue any remedies Landlord may have against Tenant for failure to pay such Termination Fee. If Tenant timely and properly exercises the Termination Option in accordance with this paragraph and Landlord has not negated the effectiveness of Notwithstanding Tenant’s exercise 's payment of the Termination Option pursuant to Fee, Tenant shall remain responsible for payment of Base Rent and all other obligations of Tenant under 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 amended) through the Termination Date, and the terms and provisions of Section 18 shall apply.

Appears in 1 contract

Samples: Lease (Microvision Inc)

Termination Option. Provided Tenant If the Substantial Completion Date has not occurred on or before the date which is 120 days after the originally named Commencement Date (the "Outside Completion Date"), then Tenant, Tenant is neither in monetary default of as its sole remedy, may terminate this Lease by giving Landlord written notice of termination on or before the Termination earlier to occur of: (i) five (5) Business Days after the Outside Completion Date; and (ii) the Substantial Completion Date. In such event, this Lease shall be deemed null and void and of no further force and effect and, so long as Tenant has not previously defaulted under any of its obligations under the Work Letter, Landlord shall return the Security Deposit to Tenant as described in this Lease, Landlord shall reimburse to Tenant any Base Rental and Tenant's Pro Rata Share of Taxes and Operating Expenses paid by Tenant for the period commencing as of the 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 (as 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") nor has there previously been an Event of Monetary Defaultsuch inability, and this Lease is in full force and effectwhich 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 effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable by providing written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation termination 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or within five (5) Business Days after the date of the Termination Outside Extension Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, 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 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 does not negated the effectiveness of Tenant’s exercise of the Termination Option pursuant to the preceding sentence, terminate 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 within such datefive (5) Business Day period, the Expiration Outside Completion Date shall automatically be amended to be the Termination Date, and the terms and provisions of Section 18 shall applydate set forth in Landlord's Outside Extension Notice.

Appears in 1 contract

Samples: Office Lease (Viewlocity Inc)

Termination Option. Provided Provided: (i) Tenant is the originally named Tenant, Tenant is neither not currently in monetary default of this Lease on the Termination Date Lease; (as defined belowii) nor has there previously been an Event of Monetary Default, and this the Lease is in full force and effecteffect and (iii) Tenant is the originally named Tenant or a Permitted Transferee, Tenant shall have has the right to terminate this 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 (“Termination Option”). The “Termination Date” shall mean means the last day of the 40th 67th full calendar month after the Commencement Full Rent Start Date. If Tenant desires to exercise the Termination Option, Tenant shall must give to Landlord irrevocable written notice of Tenant’s ’ s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall must be received by Landlord no later than the date that is 9 12 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal means the sum of: (A) of the unamortized (amortized on a straight-line basis with interest at 108%): ) amount of the following in connection with the Lease: (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this LeaseLandlord; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvementsimprovements to the Premises, 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 shall not be obligated to pay the Termination Payment at die time Termination Notice 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 Payment is a condition precedent to the Premises in connection with this Leasetermination of the Lease on the Termination Date, and such obligation survives the Expiration Date. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord for the loss of expected rentals from Tenant. The Termination Payment shall be is payable only by wire transfer or cashier’s check. Time is of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be is in monetary default of this 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 's exercise of the Termination Option, in which case this the Lease shall continue in full force and effect for the full Term unaffected by Tenant’s 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 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 and Landlord has not negated the effectiveness of Tenant’s exercise of the Termination Option pursuant to the preceding sentenceforegoing, this the 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 of the Original Lease shall apply.

Appears in 1 contract

Samples: Lease (Paratek Pharmaceuticals, Inc.)

Termination Option. Provided that that no uncured Event of Default then exists (both at the time of the giving of notice and at the scheduled termination date), then Tenant is may terminate this Lease effective as of October 31, 2008 (the originally named "Effective Termination Date"), by delivering written notice of such termination (the "Termination Notice") to Landlord on or before July 31, 2008. Landlord shall provide Tenant written notice of the amount of the Termination Fee (defined below), within ninety (90) days following the Commencement Date for the Initial Premises. Tenant shall pay the Termination Fee in cash or immediately available funds to Landlord concurrently with the delivery of the Termination Notice. The term "Termination Fee" shall mean an amount of money equal to the brokerage commission paid to Tenant, 's Broker in connection with this Third Amendment. The Termination Fee shall be fully earned by Landlord upon its delivery and shall be non-refundable to Tenant is neither in monetary default for any reason. Notwithstanding Tenant's early termination of this Lease on the Termination Date (as defined below) nor has there previously been an Event of Monetary Default, and pursuant to this Lease is in full force and effectparagraph, Tenant shall have remain liable for all obligations which accrue under this Lease through and including the Effective Termination Date. Tenant's failure to timely notify Landlord of Tenant's election hereunder or to timely deliver the Termination Fee to Landlord shall automatically extinguish Tenant's right to terminate this Lease effective at 11:59 p.m. on the Termination DateLease. The termination option hereby granted to Tenant is personal to Tenant, in accordance with and subject to each any assignment or subletting by Tenant of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day Lease, or any termination of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is Lease not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, 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 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 Section shall terminate the effectiveness termination option 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 applyTenant hereby granted.

Appears in 1 contract

Samples: Lease Agreement (CombiMatrix Corp)

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease 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 right option to terminate this Lease at any time after the third anniversary date of the Commencement Date provided Tenant gives Landlord not less than nine (9) months prior written notice to terminate and provided Tenant is not in default under this Lease at the time of the giving of such notice nor on the Termination Date. Such notice must specify the date (which cannot be prior to the third anniversary date of the Commencement Date) on which Tenant desires the termination to become effective (the "Termination Date"). On the date Tenant delivers written notice to Landlord of its election to terminate this Lease, Tenant shall pay Landlord an amount equal to $4.00 per RSF of the Premises as of the Termination Date if Tenant elects to terminate this Lease effective at 11:59 p.m. on as of the third anniversary date of the Commencement Date (the "Termination Fee"), which Termination Fee shall be reduced by $.17 per RSF of the Premises per month for each full month during which the Lease remains in effect beyond the third anniversary date of the Commencement Date. As of the Termination Date: (a) all Base Rent, additional Rent and other sums payable by Tenant under this Lease shall be paid through and apportioned as of the Termination Date; (b) neither party shall have any rights, liabilities or obligations under this Lease for the period accruing after the Termination Date, in accordance with and subject to each of except those which, by the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default provisions of this Lease, then Landlord may elect, but is not obligated, by written notice to expressly survive the termination of this Lease; and (c) Tenant to cancel and declare null and void Tenant’s exercise of shall surrender the Termination Option, Premises in which case the condition required under 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 applyLease.

Appears in 1 contract

Samples: Office Lease (Infonow Corp /)

Termination Option. Provided Tenant is shall have an option to terminate this Lease (the originally named Tenant“Termination Option”) for a period commencing on the Lease Commencement Date and ending on the fourth (4th) anniversary of the Rent Commencement Date (the “Termination Option Period”). Tenant shall be entitled to exercise the Termination Option by giving notice to Landlord prior to the expiration of the Termination Option Period. If Tenant exercises the Termination Option, (a) the termination of the Lease shall be effective as of the fifth (5th) anniversary of the Rent Commencement Date (the “Termination Date”), (b) Tenant shall continue to meet all of its obligations under the Lease, including the payment of Rent, through the Termination Date and (c) on the Termination Date, Tenant is neither in monetary default will pay Landlord the remaining unamortized portion of the Tenant Improvement Allowance, the remaining Additional Allowance, if any, and leasing commissions (the “Termination Penalty”), based on an eighty-four (84) month amortization period for the Premises and the actual lease term of any Expansion Space (calculated using a flat average, with no interest). The Termination Penalty shall be pro rated based on the actual rentable square footage leased by Tenant under this Lease on the Termination Date Date. Tenant’s right to exercise the Termination Option shall be subject to the conditions that (i) no voluntary or involuntary petition in bankruptcy naming Tenant as defined below) nor debtor has there previously been an Event of Monetary Defaultfiled, and this no general assignment for the benefit of creditors has been made by Tenant prior to the termination of the Lease is in full force and effect, (ii) Tenant shall have not be in Default under the right to terminate this Lease effective beyond any applicable cure period provided in the Lease at 11:59 p.m. on the time Tenant exercises the Termination Option and through the Termination Date, and if Tenant is in accordance with and subject to each of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires Default beyond any applicable cure period during such period, then any effort to exercise the Termination Option, whether occurring before or after any such Default by Tenant, shall be null and void. Notwithstanding the foregoing to the contrary, in the event Tenant shall give to Landlord irrevocable written notice is in Default but is diligently pursuing the cure of Tenant’s such default, Tenant may exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received provided that such Default is cured by Landlord Tenant within a reasonable time thereafter but in no event later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, 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 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 1 contract

Samples: Lease (Nuvelo Inc)

Termination Option. Provided Tenant is Notwithstanding anything to the originally named Tenant, Tenant is neither contrary in monetary default of this Lease 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 effectLease, Tenant shall have the right to terminate this Lease effective at 11:59 p.m. on the Termination DateLease, in accordance with and subject to each of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence but only with respect to the dates Sixth Additional Vivarium Premises (and deadlines no less than all of the Sixth Additional Vivarium Premises), by providing written notice (the “Sixth Additional Vivarium Termination Notice”) to Landlord at least sixty (60) days prior to Tenant’s desired termination date (the “Sixth Additional Vivarium Termination Date”), which Sixth Additional Vivarium Termination Date shall be set forth hereinin the Sixth Additional Vivarium Termination Notice. Notwithstanding Subject to (a) Landlord’s timely receipt of the foregoingSixth Additional Vivarium Termination Notice and (b) Tenant surrendering the Sixth Additional Vivarium Premises in the condition required under the Lease (including, if at any time during 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 Sixth Additional Vivarium Premises only shall terminate and be of no further force or effect, and Landlord and Tenant shall 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 on or after the date of the Termination Notice, up to and including the Sixth Additional Vivarium Termination Date, Tenant shall be in default of this Lease, then Landlord may elect, but is not obligated, by written notice . The termination right granted to Tenant pursuant to cancel this Section shall automatically terminate and declare null and void be of no further force or 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 exercise right to possession of the Termination OptionSixth Additional Vivarium Premises has previously been terminated. The termination right granted to Tenant pursuant to this Section is personal to Omeros Corporation, in which case this Lease shall continue in full force a Washington corporation (“Omeros”) and effect for the full Term unaffected any Permitted Transferees of Omeros, and may not be exercised 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 any other assignee, sublessee or transferee of Tenant’s exercise of or a Permitted Transferee’s interest in 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 applyLease.

Appears in 1 contract

Samples: Lease (Omeros Corp)

Termination Option. Provided Tenant is Notwithstanding anything to the originally named Tenant, Tenant is neither contrary in monetary default of this Lease 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 effectLease, Tenant shall have the right to terminate this Lease effective at 11:59 p.m. on the Termination DateLease, in accordance with and subject to each of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence but only with respect to the dates Eleventh Additional Vivarium Premises (and deadlines no less than all of the Eleventh Additional Vivarium Premises), by providing written notice (the “Eleventh Additional Vivarium Termination Notice”) to Landlord at least sixty (60) days prior to Tenant’s desired termination date (the “Eleventh Additional Vivarium Termination Date”), which Eleventh Additional Vivarium Termination Date shall be set forth hereinin the Eleventh Additional Vivarium Termination Notice. Notwithstanding Subject to (a) Landlord’s timely receipt of the foregoingEleventh Additional Vivarium Termination Notice and (b) Tenant surrendering the Eleventh Additional Vivarium Premises in the condition required under the Lease (including, if at any time during without limitation, Section 18.2 and Article 26 of the Lease), then, as of the Eleventh Additional Vivarium Termination Date, the Lease with respect to the Eleventh Additional Vivarium Premises only shall terminate and be of no further force or effect, and Landlord and Tenant shall be relieved of their respective obligations under the Lease with respect to the Eleventh Additional Vivarium Premises only from and after the Eleventh 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 Eleventh Additional Vivarium Premises for the period on or after the date of the Termination Notice, up to and including the Eleventh Additional Vivarium Termination Date, Tenant shall be in default of this Lease, then Landlord may elect, but is not obligated, by written notice . The termination right granted to Tenant pursuant to cancel this Section shall automatically terminate and declare null and void be of no further force or effect in the event that (y) Tenant assigns, subleases or otherwise Transfers the Eleventh 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 exercise right to possession of the Termination OptionEleventh Additional Vivarium Premises has previously been terminated. The termination right granted to Tenant pursuant to this Section is personal to Omeros Corporation, in which case this Lease shall continue in full force a Washington corporation (“Omeros”) and effect for the full Term unaffected any Permitted Transferees of Omeros, and may not be exercised 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 any other assignee, sublessee or transferee of Tenant’s exercise of or a Permitted Transferee’s interest in 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 applyLease.

Appears in 1 contract

Samples: Lease (Omeros Corp)

Termination Option. Provided Tenant is fully and completely satisfies each of the originally named Tenant, Tenant is neither conditions set forth in monetary default of this Lease 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 effectArticle 34, Tenant shall have the right option (“Termination Option”) to terminate this Lease effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each as of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after fifth (5th) Lease Year only (the Commencement Date. If Tenant desires “Termination Date”).In order to exercise the Termination Option, Tenant shall must fully and completely satisfy each and every one of the following conditions: (a) Tenant must give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with ) of its exercise of the Termination Payment (as defined below). The Option, which Termination Notice and the Termination Payment shall must be received by delivered to Landlord no later than the date that is 9 at least nine (9) months prior to the Termination Date, failing which (b) at the time of the Termination Option Notice, Tenant shall not be deemed waived in default under this Lease after expiration of applicable cure periods, and (provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay c) concurrently with Tenant’s delivery of the Termination Payment). The Notice to Landlord, Tenant shall pay to Landlord a termination fee (“Termination Payment” shall Fee”) equal to the sum of: of (i) the unamortized balance, as of the Termination Date, of the (A) the unamortized Improvement Allowance actually utilized by Tenant, and (amortized on a straight-line basis with interest at 10%): (iB) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; , plus (ii) rent concessions; an amount equal to four (4) months of monthly Basic Rental calculated at the rate otherwise payable for the first four (4) months after the Termination Date. Amortization pursuant to subsection (i), above, shall be calculated on a ten (10) year amortization schedule commencing as of the Commencement Date based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of nine percent (9%) per annum. However, if Tenant exercises its right of first offer pursuant to Article 32 above, the Termination Fee shall be increased by the sum of (A) an amount equal to four (4) installments of monthly Basic Rental for the First Offer Space at the rate which would have been payable by Tenant for the First Offer Space for the first four (4) months after the Termination Date and (iiiB) total cost incurred by Landlord for improvementsthe unamortized amount, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord for the loss as of expected rentals from Tenant. The Termination Payment shall be payable by wire transfer or cashier’s check. Time is of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall of any out-of-pocket sums expended by Landlord to improve the First Offer Space and any brokerage commissions incurred by Landlord in connection with such expansion, with such amortization to be in default calculated over an amortization period from the commencement date for the First Offer Space until the date of this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void Tenant’s exercise expiration of the Termination Optioninitial Lease Term, in which case this Lease shall continue in full force based upon equal monthly payments of principal and effect for interest throughout such amortization period, with interest imputed on the full Term unaffected by Tenant’s exercise outstanding principal balance at the rate of the Termination Optionnine percent (9%) per annum. 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 and Tenant’s payment of Termination Fee shall not relieve Tenant of any of its obligations to the preceding sentence, pay Monthly Basic Rental and other obligations of Tenant under this Lease and the Term shall come which become due prior 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 1 contract

Samples: Standard Office Lease (1st Pacific Bancorp)

Termination Option. Provided Tenant is Notwithstanding anything to the originally named Tenantcontrary contained herein, Tenant is neither in monetary default of this Lease 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 Lessee shall have a one-time option to surrender the right to terminate this Lease effective at 11:59 p.m. on the Premises ("Termination Date, Option") in accordance with and subject to each of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. conditions: a. If Tenant Lessee desires to exercise the Termination Option, Tenant Lessee shall give to Landlord Lessor irrevocable written notice ("Termination Notice") of Tenant’s Lessee's exercise of the this Termination Option (“Termination Notice”)Option, together with the Termination Payment (as defined below). The which shall be delivered by certified mail which Termination Notice and the Termination Payment shall must be received by Landlord Lessor no later than the date that is 9 twelve (12) full months prior to the Termination Date, failing which . TIME IS OF THE ESSENCE with respect to Lessor's receipt of the Termination Option shall be deemed waived (provided Landlord reserves the right to waive Notice and all other deadlines in writing the requirement that Tenant fully and/or timely pay this Article. b. If Lessee gives the Termination Payment). The “Termination Payment” shall equal Notice and complies with all the sum of: (A) provisions in this Article, the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, Lease as it applies to the Premises in connection with only shall terminate at 11:59 p.m. on the last day of the month during which the fifth (5th) anniversary of the Commencement Date occurs (the "Termination Date"). c. In consideration for Lessee's termination of this Lease. Tenant acknowledges and agrees that , Lessee shall pay Lessor $323,230.00 ("Termination Fee") simultaneously with the Termination Payment is not a penalty Notice sent by Lessee to Lessor. d. Lessee's obligations to pay Fixed Basic Rent, Additional Rent, and is fair any other costs or charges under this Lease, and reasonable compensation to Landlord perform all other Lease obligations for the loss period up to and including the Termination Date, shall survive the termination of expected rentals from Tenant. The Termination Payment shall be payable by wire transfer or cashier’s check. Time is of the essence with respect to the dates and deadlines set forth herein. this Lease. e. Notwithstanding the foregoing, if at any time during the period on or after the date of the on which Lessee shall exercise its Termination NoticeOption, up to and including the Termination Date, Tenant Lessor shall be have notified Lessee in writing of a default and Lessee shall remain in default after the expiration of this Leaseany applicable grace or cure period, then Landlord Lessor may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void Tenant’s Lessee's exercise of the Termination Option, in which case Option by notice to Lessee thereof and this Lease shall continue in full force and effect for the full Term hereof unaffected by Tenant’s Lessee's exercise of the Termination Option. If Tenant timely and properly exercises the Termination Option in accordance with this paragraph and Landlord has Lessor does not negated the effectiveness of Tenant’s cancel Lessee's exercise of the Termination Option pursuant to after Lessee's default, Lessee shall cure any default within the preceding sentence, period of time specified in this Lease and this obligation shall survive the Term 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 come 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 an end 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 Term were fixed to expire on such date, 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 to other than an Affiliate of Lessee, this Termination Option shall be deemed null and void and neither Lessee nor any assignee or sublessee shall have the Termination Date, and right to exercise such option during the terms and provisions term of Section 18 shall applysuch assignment or sublease.

Appears in 1 contract

Samples: Lease Agreement (American Business Financial Services Inc /De/)

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease 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 right option to terminate this Lease with respect to the Substitution Space only effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th 60th full calendar lease month after following the Substitution Space Commencement Date. If Tenant desires to exercise Date (the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination NoticeDate”), together with the Termination Payment provided (as defined below). The Termination Notice and the Termination Payment shall be received by a) Tenant gives written notice thereof to Landlord no later not less than the date that is 9 12 months prior to the Termination Date, failing which and (b) no uncured event of default exists under the Lease at the time of the giving of such notice nor on the Termination Option shall be deemed waived Date (following the expiration of any applicable notice and cure period provided Landlord reserves in the Lease). Additionally, Tenant’s right to waive in writing terminate hereunder is conditioned upon the requirement that continued payment by Tenant fully and/or timely pay of all Basic Rental, Additional Rental, parking charges, charges for electrical service and any other charges due by Tenant under the Lease (collectively referred to herein as “Rent”) through and including the Termination Payment). The “Termination Payment” shall Date in accordance with the terms of the Lease, and payment in full by Tenant, such payment to be delivered to Landlord with the written notice of termination, of a cash sum equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): to (i) brokerage $220,020 (4 months of Basic Rental at the rate of $30.00 per rentable square foot) plus (ii) $391,480.00 (the unamortized cost (using an amortization rate of 10%) of all tenant improvement allowances, leasing commissions and attorneys’ fees paid other cash allowances incurred by Landlord in connection with this the Lease; ) (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease“Termination Payment”). Tenant acknowledges and agrees that After Landlord’s receipt of the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to all Rent through and including the Termination Date, and so long as Tenant has surrendered the Premises in the condition required under the Lease as modified by this Ninth. Modification, neither party shall be in default of this Leasehave any rights, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void Tenant’s exercise of liabilities or obligations under the Termination 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 period accruing after the Termination Date, and except those which, by the terms and provisions of Section 18 shall applythe Lease, expressly survive the termination of the Lease.

Appears in 1 contract

Samples: Office Lease (Westwood Holdings Group Inc)

Termination Option. Provided Provided: (i) Tenant is the originally named Tenant, Tenant is neither not currently in monetary default of this Lease on the Termination Date Lease; (as defined belowii) nor has there previously been an Event of Monetary Default, and this the Lease is in full force and effecteffect and (iii) Tenant is the originally named Tenant or a Permitted Transferee, Tenant shall have has the right to terminate this 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 (“Termination Option”). The “Termination Date” shall mean means the last day of the 40th 67th full calendar month after the Commencement Full Rent Start Date. If Tenant desires to exercise the Termination Option, Tenant shall must give to Landlord irrevocable written notice of Tenant’s ’ s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall must be received by Landlord no later than the date that is 9 12 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal means the sum of: (A) of the unamortized (amortized on a straight-line basis with interest at 108%): ) amount of the following in connection with the Lease: (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this LeaseLandlord; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvementsimprovements to the Premises, 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 shall not be obligated to pay the Termination Payment at die time Termination Notice 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 Payment is a condition precedent to the Premises in connection with this Leasetermination of the Lease on the Termination Date, and such obligation survives the Expiration Date. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord for the loss of expected rentals from Tenant. The Termination Payment shall be is payable only by wire transfer or cashier’s check. Time is of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be is in monetary default of this 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 's exercise of the Termination Option, in which case this the Lease shall continue in full force and effect for the full Term unaffected by Tenant’s ’ 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 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 and Landlord has not negated the effectiveness of Tenant’s exercise of the Termination Option pursuant to the preceding sentenceforegoing, this the 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 of the Original Lease shall apply.

Appears in 1 contract

Samples: Lease (Paratek Pharmaceuticals, Inc.)

Termination Option. Provided Tenant is (a) Subject to the originally named Tenant, Tenant is neither in monetary default terms of this Article 12, the Tenant shall have a one-time right, at its sole option (the “Termination Option”), to terminate this Lease on at any time during the Termination Date Term in respect of a portion of the Leased Premises satisfying the Surrendered Premises Requirements (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 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 (Termination OptionSurrendered Premises”). The “Termination Date” shall mean , effective as of the last day of the 40th full calendar 84th month after the Rent Commencement Date (the “Termination Option Date. If Tenant desires ”) by delivery of an irrevocable notice (the “Termination Option Notice”) identifying the Surrendered Premises, which notice shall be delivered to exercise Landlord no later than nine (9) months prior to the Termination OptionOption Date, Tenant shall give to Landlord irrevocable written notice provided, however, that the effectiveness of Tenant’s the exercise of the Termination Option (“Termination Notice”), together with 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 Termination Notice and Leased Premises less the Surrendered Premises are hereinafter referred to as the “Retained Premises.” Tenant shall pay to Landlord 50% of the Termination Payment shall be received by Landlord no later than within 30 days following Tenant's receipt of such statement and the date that is 9 months remainder of the Termination Payment prior to the Termination Date, failing which or on the Termination Option shall be deemed waived (provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment)Date. The “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: of the then unamortized (A) Construction Allowance and the unamortized Test Fit Allowance, (amortized on a straight-line basis with interest at 10%): B) cost value of any gross free rent provided to Tenant hereunder, and (iC) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; 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) rent concessions; and with respect to any portion of the Surrendered Premises that is not part of the Initial Premises, an amount equal to product of (iii1) total cost incurred by Landlord for improvements, including the Leasehold Improvements, sum of the then unamortized concessions provided to the Premises Tenant in connection with this Lease. Tenant acknowledges leasing the entire premises of which such portion of the Surrendered Premises is a part (the “Entire Applicable Premises”) (the concessions will only be the tenant improvement allowance, free rent, and agrees that brokerage commission and the Termination Payment is not a penalty and is fair and reasonable compensation cost of any work performed by Landlord to Landlord prepare the applicable Entire Applicable Premises for the loss of expected rentals from Tenant. The Termination Payment ’s initial occupancy thereof) (which amounts shall be payable by wire transfer or cashier’s check. Time is amortized on a straight line basis over the term of the essence lease with respect to the dates applicable Entire Applicable Premises with interest thereon at 7% per annum compounding monthly) and deadlines set forth herein(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 Payment, Tenant shall no longer have any right to terminate this Lease pursuant to this Section 12.1(a). Notwithstanding the foregoing, if at any time during in the period on or after event the date Net Rentable Area of the Termination Notice, up to and including the Termination Date, Tenant shall be in default Surrendered Premises exceeds 20% of this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void Tenant’s exercise Net Rentable Area of the Termination Option, in which case this Lease shall continue in full force and effect for the full Term unaffected Leased Premises leased by Tenant’s exercise Tenant as 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 time of the Termination Option Notice pursuant to, and in accordance with, the terms of this 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 preceding sentencecontrary, this Lease and the Term shall come to an end on the Termination Date Surrendered Premises must comply with the same force and effect as if the Term were fixed to expire on such datefollowing requirements (collectively, the Expiration Date shall be the Termination Date, and the terms and provisions of Section 18 shall apply.“Surrendered Premises Requirements”):

Appears in 1 contract

Samples: Office Lease Agreement (PROS Holdings, Inc.)

Termination Option. Provided that Tenant is the originally named Tenant, Tenant is neither not in monetary default of this Lease on the Termination Date (as defined below) nor has there previously been an Event of Material Monetary Default, and this Lease is in full force and effect, Tenant shall have the one-time right to terminate this 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 (Early Termination Option”). The “Termination Date” shall mean the last day ) effective as of the 40th full calendar eighty-fourth (84th) month after following the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice end of Tenant’s exercise of the Termination Option rent abatement period for Expansion Premises A (“Early Termination Date”) by providing Landlord with at least fifteen (15) months, but no more than eighteen (18) months, prior written notice (the “Early Termination Notice”), together along with payment of a “Termination Fee” as follows: (a) Termination fee if Landlord has not made the Remaining Base Rent Reduction Payment. If Landlord has not made the Remaining Base Rent Reduction Payment as of the date of the Early Termination Notice, the Termination Fee shall be equal to $2,660,688.22. (b) Termination fee if Landlord has made the Remaining Base Rent Reduction Payment. If Landlord has made the Remaining Base Rent Reduction Payment (as defined below). The of the date of the Early Termination Notice and Notice, the Termination Payment Fee shall be received by Landlord no later than the date that is 9 months prior equal to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: of (A) $2,660,688.22, plus (B) the unamortized (Remaining Base Rent Reduction Payment made by Landlord, amortized on a straight-line basis with over the period commencing on the date that Landlord made the Remaining Base Rent Reduction Payment to Tenant and ending on the Early Termination Date at an interest at 10rate of eight percent (8%): (i) brokerage commissions and attorneys’ fees paid by per annum. If Tenant intends to exercise the Early Termination Option, Tenant shall notify Landlord in connection with this Lease; 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 (ii50%) rent concessions; of the Termination Fee at the time that Tenant provides the Early Termination Notice and fifty percent (iii50%) total cost incurred by Landlord for improvements, including of the Leasehold Improvements, to Termination Fee on or before the Premises in connection with this LeaseEarly Termination Date. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 time is of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date Tenant’s payment of the Termination Notice, up Fee and the giving of the Early Termination Notice and that the foregoing termination right is personal to the Tenant and including 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 DateFee within the time periods prescribed by this Section, then Tenant shall be in default of this Lease, then Landlord may elect, but is not obligated, by written notice deemed to Tenant to cancel have irrevocably waived the termination option and declare the termination option shall be null and void Tenant’s exercise of the Termination 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 Optionvoid. If Tenant timely and properly exercises does not exercise the Termination Option in accordance with this paragraph and Landlord has not negated the effectiveness of Tenant’s exercise of the Early Termination Option pursuant to this Section, the preceding sentenceMonthly 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 rent abatement period for Expansion Premises A. If Tenant timely exercises the Early Termination Option and timely pays the Termination Fee, this the Lease and the Term shall come to an end terminate 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 Early Termination Date, and neither party shall have any rights, liabilities or obligations under the Lease for the period accruing after the Early Termination Date, except for Tenant’s obligation to surrender the Premises in accordance with the terms of the Lease, and those liabilities of Landlord or Tenant which, by the provisions of Section 18 shall applythe Lease, expressly survive the termination of the Term of the Lease.

Appears in 1 contract

Samples: Lease (GrubHub Inc.)

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease 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 an option (the right "Termination ------------------ Option") to terminate this Lease with respect to the entire Premises effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each as of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after seventh Lease Year (the Commencement "Termination Date"). If The Termination Option is granted subject to the following terms and conditions: (1) Tenant desires gives Landlord written notice of Tenant's election to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no not later than the date that is 9 18 months prior to the Termination Date; (2) Tenant is not in Default under this Lease, failing which either on the date that Tenant exercises the Termination Option shall be deemed waived (provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay on the Termination Payment). The “Date; and (3) Tenant pays to Landlord a cash lease termination fee (the "Termination Payment” shall Fee") in an amount equal to the sum of: : (Ai) the product of $28.75 multiplied by the rentable area of the initial Premises, plus (ii) the unamortized amount as of the Termination Date of the sum of the following costs relating to all space leased by Tenant other than the initial Premises (amortized 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 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 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 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements9.5% per annum, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not on a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during straight-line basis over the period commencing on or after the date of such costs are disbursed and expiring on the Termination Notice, up to and including scheduled Expiration Date (absent the Termination Date, Tenant shall be in default of this Lease, 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 this Lease shall continue in full force plus (iv) the entire unpaid principal balance of the Additional Allowance and effect for the full Term unaffected by Tenant’s exercise all accrued and unpaid interest thereon. One-half of the Termination Option. If Tenant timely Fee shall be due and properly exercises payable not later than three months prior to the Termination Option in accordance with this paragraph Date and Landlord has not negated the effectiveness of Tenant’s exercise balance 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 Fee shall be payable on or before the Termination Date, and the terms and provisions of Section 18 shall apply.

Appears in 1 contract

Samples: Lease Agreement (Wells Real Estate Investment Trust Inc)

Termination Option. A. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default no Event of this Lease Default exists on the date of delivery of the Early Termination Notice or on the Early Termination Date (each as defined below) nor has there previously been an Event ), at the option of Monetary DefaultTenant, and this Lease is in full force and effectsubject to the restrictions hereafter, Tenant shall have the right may elect to terminate this Lease effective at 11:59 p.m. on 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, in accordance with and subject to each of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise of election to terminate the Termination Option Lease (an Early Termination Notice”)) as of the Early Termination Date. Tenant shall pay to Landlord a termination payment (the “Termination Payment”) in the amount of $1,300,794.63, together with representing Landlord Contribution, brokerage commissions and rent abatement, each amortized on a straight line basis over the Termination Payment initial term of the Lease, at an annual interest rate of eight percent (as defined below8%). The Termination Notice and One half of the Termination Payment shall be received by Landlord no later than due concurrently with the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 delivery of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Early Termination Notice, up to and including 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, Tenant this Lease shall be in default of this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void Tenant’s exercise terminate as of the Early Termination OptionDate. If Tenant does not give the Early Termination Notice and make the required Termination Payment as provided herein, in which case this at Landlord’s election the Lease shall continue in full force and effect for the full Term unaffected effect. Such Termination Payment shall be deemed earned 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 upon receipt of Tenant’s exercise Early Termination Notice. After giving the Early Termination Notice, Tenant shall continue to pay all Rent under the Lease for periods prior to the Early Termination Date, in addition to such Termination Payment. After the Early Termination Date, the terms of the Termination Option pursuant Lease intended to survive the preceding sentence, this Lease and end of the Term shall come to an end on the Termination Date with the same continue in full 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 applyeffect.

Appears in 1 contract

Samples: Office Lease (Vivid Seats Inc.)

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease 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 right option to terminate this the Lease effective at with respect to the Third Expansion Space as of 11:59 p.m. on June 30, 2013 (the “Termination Date”), provided Tenant gives written notice thereof to Landlord on or before September 30, 2012, and provided that no Event of Default remains uncured under the Lease at the time of the giving of such notice or on the Termination Date. Notwithstanding anything to the contrary contained in the immediately preceding sentence, in the event an Event of Default remains uncured under the Lease at the time of the giving of such notice or on the Termination Date, Landlord shall notify Tenant in accordance with and subject to each writing of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Optionsuch default, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment Date shall be received extended by Landlord no later than the date that is 9 months prior an amount of time equal to the Termination Datecure period applicable to the default as provided for in Paragraph 19 of the Lease, failing which as modified by Paragraph 21 of this Amendment. In the Termination Option event Tenant fails to cure such Event of Default during the applicable cure period specified in the preceding sentence, this termination option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void Tenant’s exercise of and the Termination Option, in which case this Lease shall continue in full force and effect for the full Term unaffected by Tenant’s exercise of as if Tenant had not delivered the Termination OptionNotice to Landlord. If In the event Tenant timely and properly exercises cures such Event of Default during 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 dateapplicable cure period specified above, the Expiration Date Lease shall be terminate on the Termination Date, and as extended pursuant to the terms and provisions of Section 18 this Paragraph 9. Additionally, Tenant’s right to terminate hereunder is conditioned upon the payment in full by Tenant, simultaneously with the delivery of the notice of termination, of a termination payment in the amount of $269,453.69 (the “Termination Payment”). After Landlord’s receipt of the full Termination Payment, and Landlord’s receipt of all Rent due hereunder through and including the Termination Date (as it may be extended as set forth in this Paragraph 9), as and when such Rent was due, neither party shall applyhave any rights, liabilities or obligations under the Lease for the period accruing after the Termination Date, except those which, by the provisions of the Lease, expressly survive the termination of the Lease.

Appears in 1 contract

Samples: Lease Agreement (Rules-Based Medicine Inc)

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease 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 right a one-time option 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 (“Termination Option”). The “Termination Date” shall mean , effective as of the last day of the 40th full calendar month after eighty-fourth (84th) Lease Month (the Commencement “Termination Date”). If The Termination Option is hereby granted subject to the following terms and conditions: (i) Tenant desires shall provide Landlord with a written notice of Tenant’s election to exercise the Termination OptionOption (the “Termination Notice”), which Termination Notice (a) shall be given not later than twelve (12) months prior to the Termination Date, TIME BEING OF THE ESSENCE. (ii) Tenant shall give to Landlord irrevocable written notice not be in default under this Lease either on the date of Tenant’s exercise of the Termination Option or, unless waived in writing by Landlord, on the Termination Date. (“Termination Notice”), iii) Tenant shall pay to Landlord together with the Termination Payment Notice, TIME BEING OF THE ESSENCE, a cash lease termination fee (as defined below). The the “Termination Notice and Fee”) in an amount equal to the Termination Payment shall be sum of $5,168,437.00 plus the unamortized amount of any portion of the Additional Allowance received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest over the initial lease term at 10%): a rate of [*] percent). (iiv) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. If Tenant acknowledges and agrees that shall exercise the Termination Payment is not a penalty Option in strict accordance with the terms and is fair and reasonable compensation to Landlord for the loss conditions of expected rentals from Tenant. The Termination Payment this Article 31, then (a) all Rent payable under this Lease shall be payable by wire transfer or cashier’s check. Time is of the essence with respect to the dates paid through and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date apportioned as of the Termination NoticeDate (in addition to payment by Tenant of the Termination Fee); (b) neither party shall have any rights, up to and including estates, liabilities, or obligations under this Lease for the period accruing after the Termination Date, except those which are incurred, have accrued or relate to the period prior to the Termination Date; and (c) Tenant shall be surrender and vacate the Premises and deliver possession thereof to Landlord on or before the Termination Date in default the condition required under this Lease for surrender of this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel the Premises. (v) The Termination Option shall automatically terminate and declare become null and void upon the earlier to occur of: (a) the Termination of Tenant’s exercise right to possession of the Termination Option, in which case this Lease shall continue in full force and effect for Premises; or (b) the full Term unaffected by Tenant’s failure of Tenant to timely or properly 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 or pay the Termination Option pursuant to the preceding sentence, this Lease Fee. * Confidential treatment requested; certain information omitted and the Term shall come to an end on the Termination Date filed separately 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 applySEC.

Appears in 1 contract

Samples: Office Lease (Salix Pharmaceuticals LTD)

Termination Option. Provided Tenant is fully and completely satisfies each of the originally named Tenant, Tenant is neither conditions set forth in monetary default of this Lease 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 effectArticle 33, Tenant shall have the 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 on-going option (“Termination Option”). The ) to terminate this Lease as of a date specified by Tenant, which date (the “Termination Date” shall mean ”) must be during the last day initial Lease Term and after expiration of the 40th full calendar month after the Commencement Datefourth (4th) Lease Year. If Tenant desires In order to exercise the Termination Option, Tenant shall must fully and completely satisfy each and every one of the following conditions: (a) Tenant must give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with ) of its exercise of the Termination Payment (as defined below). The Option, Which Termination Notice and shall specify the Termination Payment Date (which date shall be received by writing the parameters described in the immediately preceding sentence) and which Termination Notice must be delivered to Landlord no later than the date that is 9 at least nine (9) months prior to such Termination Date, (b) at the time of the Termination Notice Tenant shall not be in default under this Lease after expiration of applicable cure periods, and (c) concurrently with Tenant’s delivery of the Termination Notice to Landlord, Tenant shall pay to Landlord a termination fee (“Termination Fee”) equal to the sum of (i) the unamortized balance, as of the Termination Date, failing which of the Termination Option shall be 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 Payment” shall equal the sum of: (A) amount expended by Landlord in connection with the unamortized design and construction of the Improvements pursuant to the Tenant Work Letter, and (amortized on a straight-line basis with interest at 10%): (iB) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; , plus (ii) rent concessions; Fifty-Five Thousand Seven Hundred Forty-Four and 50/100 Dollars (iii$55,744.50). Amortization pursuant to subsection (i), above, shall be calculated on a seven (7) total cost incurred by Landlord for improvementsyear amortization schedule commencing as of the Commencement Date based upon equal monthly payments of principal and interest, including with interest imputed on the Leasehold Improvements, to outstanding principal balance at the Premises in connection with this Leaserate of ten percent (10%) per annum. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord for the loss of expected rentals Upon written inquiry from Tenant. The Termination Payment , Landlord shall be payable by wire transfer or cashierprovide Tenant with Landlord’s check. Time is of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date calculation of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, 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 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 applyFee.

Appears in 1 contract

Samples: Standard Office Lease (Mitek Systems Inc)

Termination Option. Provided So long as Tenant is not in default at either the originally named Tenant, Tenant is neither in monetary default time of this Lease on exercise or at the Termination Date (as defined below) nor has there previously been an Event time of Monetary Default, and this Lease is in full force and effecttermination, Tenant shall have the right option to terminate this Lease ("Termination Option"), effective at 11:59 p.m. on as of the day preceding the fourth (4th) anniversary of the Commencement Date (the "Early Termination Date, in accordance with and subject to each of the following terms and conditions (“Termination Option”"). The Termination Date” Option may be exercised only in strict compliance with the terms of this Article. The Termination Option shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Optionbe exercised, Tenant shall give if at all, by delivery to Landlord irrevocable written of a notice of Tenant’s exercise of the Termination Option termination ("Termination Notice”), together with the Termination Payment (as defined below"). The Termination Notice and the Termination Payment shall (i) must be received by Landlord no delivered not later than the date that is 9 six (6) months prior to the Early Termination Date, failing which 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 Payment"). If and only if Tenant timely and properly delivers the Termination Option shall be deemed waived (provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay Notice and the Termination Payment), the Term of this Lease shall end on the Early Termination 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 continue up to and including the Early Termination Date. The Termination Payment” shall equal Payment is the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions sole property of Landlord upon payment and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Leaseis not refundable under any circumstances. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 Tenant over the remainder of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or scheduled term after the date Early Termination Date. All obligations of Tenant under this Lease not fully performed as of the Early Termination Notice, up to and including Date shall survive the Early Termination Date, Tenant shall be in default of this Lease, then Landlord may elect, but . This option is not obligated, by written notice transferable; the parties hereto acknowledge and agree that they intend that the aforesaid option to Tenant to cancel and declare null and void Tenant’s exercise of the Termination Option, in which case terminate this Lease shall continue be "personal" to Tenant as set forth above and that in full force and effect for no event will any assignee or sublessee have any rights to exercise 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 aforesaid option 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 applyterminate.

Appears in 1 contract

Samples: Office Lease (Biotel Inc.)

Termination Option. Provided Landlord grants to Tenant is the originally named Tenantoption to terminate the Lease (“Termination Option”), Tenant is neither in monetary default effective as of this any date after the fifth Lease on Year (“Termination Date”), provided that (i) at the time the Termination Date (as defined below) nor has there previously been an Event of Monetary DefaultOption is exercised and at all times thereafter, and this the Lease is in full force and effecteffect and no Default exists; (ii) Tenant delivers written notice of termination (“Termination Notice”) to Landlord not less than two hundred seventy (270) days prior to the intended Termination Date (which intended Termination Date shall be specified in such written notice); (iii) all Base Rent, Additional Rent and any other amounts payable under the Lease shall be paid through and apportioned as of the Termination Date; (iv) Tenant shall have paid to Landlord, at the right to terminate times specified below, (a) the “Unamortized Amount,” as defined herein, of (x) Landlord’s Work and (y) the brokerage commissions paid by Landlord for the negotiation and consummation of this Lease effective Lease, together with interest on (a) and (b) above (collectively, “Transaction Costs”), at 11:59 p.m. on the rate of ten percent (10%) per annum, from the date when first paid or credited. The term “Unamortized Amount,” as used in this Article 37, shall mean that portion of the Transaction Costs which remains unamortized as of the Termination Date, in accordance with based upon a full amortization on a straight-line basis over a term of sixty (60) months, as shown on the amortization schedule attached as Exhibit E hereto and subject made a part hereof; and (b) an amount equal to each the aggregate of two (2) months’ of Base Rent and Additional Rent at the following terms and conditions then-current rates (collectively, the “Termination OptionFee”). The Termination Fee shall be paid to Landlord with the Termination Notice; (v) Tenant shall surrender the Premises in the condition required under the Lease; and (vi) neither party shall have any rights, liabilities or obligations under the Lease for the period accruing after the Termination Date” shall mean , except those which, by the last day provisions of the 40th full calendar month after Lease, expressly survive the Commencement termination of the term of the Lease. Upon the timely and valid exercise of the Termination Option, the Termination Option shall be self-operative and no additional agreement between Landlord and Tenant shall be necessary to effectuate such termination; provided, however, Landlord and Tenant shall, for their mutual convenience, execute a termination agreement prior to the Termination Date. If The Termination Option is personal to Tenant desires and under no circumstances whatsoever shall any assignee or sublessee of Tenant have any right to exercise the Termination Option. Tenant’s rights under this Article 37 shall be null and void and of no further force or effect if (i) the Lease or Tenant’s right to possession of the Premises is terminated; (ii) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises; or (iii) Tenant fails to timely exercise the Termination Option under this Article 37, Tenant shall give time being of the essence with respect to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines all other time frames set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, 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 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 applyArticle 37.

Appears in 1 contract

Samples: Office Lease (Medical Connections Holdings, Inc.)

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease 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, A. Tenant shall have the right to terminate this Lease effective at 11:59 p.m. on accelerate the Termination Date, in accordance with and subject to each of the following terms and conditions Date (“Early Termination Option”). The “Termination Date” shall mean ) of the Lease, with respect to the entire Premises only, to the last day of the 40th 60th full calendar month after of the Commencement Term (the “Accelerated Termination Date”), if: 1. If Tenant is not in default under the Lease at the date Tenant provides Landlord with an Early Termination Notice (hereinafter defined); and 2. No part of the Premises is sublet for a term extending past the Accelerated Termination Date; and 3. The Lease has not been assigned by Tenant; and 4. Landlord receives notice of early termination (“Early Termination Notice”) no later than the last day of the 51st full calendar month of the Term; 5. Tenant has not exercised its Renewal Option under Section 2 above; and 6. Landlord is unable to provide additional space within the Project to meet Tenant’s expansion needs. Landlord shall be deemed to have such additional space if it has, or will have, space available on any floor of the Project that is approximately the same size as the space Tenant desires to exercise expand into within 6 months of the proposed commencement of such expansion. B. If Tenant exercises its Early Termination Option, Tenant, simultaneously with delivery of the Early Termination Notice, shall pay to Landlord an amount equal to the sum of (a) two (2) multiplied by the monthly Base Rent due for the month after the month in which the Accelerated Termination Date is contained, plus (b) the unamortized portion of any concessions, commissions, allowances, legal fees, or other expenses incurred by Landlord in connection with the Lease (collectively, the “Early Termination Fee”) as a fee in connection with the acceleration of the Termination Date and not as a penalty, provided that the Early Termination Fee shall be increased by an amount equal to the unamortized portion of any concessions, commissions, allowances, legal fees, and other expenses incurred by Landlord in connection with any additional space leased by Tenant (or in connection with any exercise of Tenant’s Conversion Option) that is subject to acceleration hereunder. Tenant shall give remain liable for all Base Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Termination Date even though bxxxxxxx for such may occur subsequent to the Accelerated Termination Date. The “unamortized portion” of any of the foregoing shall be determined using an interest rate of 8% per annum, and shall be deemed to be fully amortized on the last day of the 89th full calendar month of the Term of the Lease. C. If Tenant, subsequent to providing Landlord irrevocable written notice with an Early Termination Notice, defaults in any of the provisions of the Lease (including, without limitation, failure to pay the Early Termination Fee due hereunder), Landlord, at its option, may (i) declare Tenant’s exercise of the Early Termination Option (“to be null and void, and any Early Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment Fee paid to Landlord shall be received by Landlord no later than returned to Tenant, after first applying such Early Termination Fee against any past due Rent under the date that is 9 months prior to the Termination DateLease, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; or (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, continue to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void honor Tenant’s exercise of the its Early Termination Option, in which case this Lease Tenant shall continue in full force and effect remain liable for the full Term unaffected by Tenant’s exercise payment of the Early Termination Option. If Fee and for all Base Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Termination Date even though bxxxxxxx for such may occur subsequent to the Accelerated Termination Date. D. As of the date Tenant timely provides Landlord with an Early Termination Notice, any unexercised rights or options of Tenant to renew the Term of the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly exercises the Termination Option utilized by Tenant in accordance with this paragraph and Landlord has not negated the effectiveness Lease as 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 immediately be the Termination Date, deemed terminated and the terms and provisions no longer available or of Section 18 shall applyany further force or effect.

Appears in 1 contract

Samples: Office Lease Agreement (Aspirity Holdings LLC)

Termination Option. Provided Tenant is Provided: (a) the originally named Tenant, Tenant is neither in monetary default of this Lease on the Termination Date (as defined below) nor has there previously been an Event of Monetary Default, and this Lease is then in full force and effecteffect and (b) Tenant is not in Default (after expiration of any notice and cure period) under the Lease, Tenant shall have the right and option to terminate the Lease (“Termination Option”) effective at the end of the 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 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 at 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, in accordance with and subject . Tenant shall also pay to each of Landlord on or before the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”)and be responsible for, together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date all sums due under this Lease that is 9 months accrue under this Lease on or prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with Tenant’s rights under this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, Section are personal to the Premises Tenant named in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, 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 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 applyits Permitted Transferees.

Appears in 1 contract

Samples: Lease Agreement (Wells Real Estate Fund Xiii L P)

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease 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 right one-time option to terminate this Lease effective at 11:59 p.m. on any time after the Termination Datecompletion of the fifth (5th) full Lease Year, in accordance with and subject to each of the following terms and conditions hereof (the “Termination Option”). The Tenant shall exercise the Termination Option, if at all, by giving Landlord not less than twelve (12) months prior written notice (the “Termination Date” Notice”) and such exercise shall mean 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 40th fifth (5th) full calendar month after Lease Year the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise sum would be $300,000.00 but if effective as of the Termination Option last day of the sixth (“Termination Notice”6th) full Lease Year the sum would be $150,000.00), together with plus (ii) the Termination Payment remaining unamortized amount of the Transactions Costs (as defined below) as of the effective date of such termination (collectively, (i) and (ii). The Termination Notice and , the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment”). As used herein, the term “Transaction Costs” shall equal mean the sum of: (Afull amount of the brokerage commission(s) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and reasonable attorneys’ fees and costs incurred and/or paid by Landlord in connection with this Lease; , along with the full amount of the (iix) rent concessions; Tenant Improvement Allowance (as defined below), and (iiiy) total cost incurred by Landlord for improvementsthe Level 400 Lab Space Allowance (as defined below), including as both shall have been amortized as of the Leasehold Improvementseffective termination date on a straight line basis over the Initial Lease Term, together with an interest factor equal to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord for the loss of expected rentals from Tenantten percent (10%). The Termination Payment shall be payable paid by wire transfer or cashierTenant within one hundred eighty (180) days after Tenant’s check. Time is delivery of the essence with respect to Termination Notice but, at Landlord’s option, in no event shall the dates Lease terminate unless and deadlines set forth herein. Notwithstanding until the foregoing, if at any time during the period on or after Termination Payment has been paid and all of Tenant’s payments and other obligations under this Lease through and including the date of such termination have been fully satisfied and performed, including, without limitation, all of Tenant’s yield-up and surrender obligations under the Termination NoticeLease, up including, without limitation, Sections 10.07 and 10.08 below, as and to and including the Termination Date, Tenant shall be in default of extent required under this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void . Upon Tenant’s exercise payment of the Termination OptionPayment and satisfaction of its obligations as required, in which case this Lease shall continue expire on the date specified 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 Notice with the same force and effect as if such date were the date originally specified herein for the expiration of 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 applyhereof.

Appears in 1 contract

Samples: Lease Agreement (Concert Pharmaceuticals, Inc.)

Termination Option. Provided Tenant is Notwithstanding anything to the originally named Tenantcontrary contained herein, Tenant is neither in monetary default of this Lease 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 Lessee shall have a one-time option to surrender the 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 Premises (“Termination Option”). The “Termination Date” shall mean ) in accordance with the last day of the 40th full calendar month after the Commencement Date. following terms and conditions: a) If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice (“Termination Notice”) of Tenant’s exercise of the this Termination Option (“Termination Notice”)Option, together with the Termination Payment (as defined below). The which Termination Notice and the Termination Payment shall must be received by Landlord no later than the date that is 9 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, failing the Lease as it applies to the Premises only shall terminate at 11:59 p.m. on the last day of the month during which the Termination Option shall be deemed waived day prior to the one hundred third (provided Landlord reserves 103rd) month anniversary of the right to waive in writing Commencement Date occurs (the requirement that Tenant fully and/or timely pay the Termination Payment). The “Termination Payment” Date”). c) In consideration for Tenant’s termination of this Lease, Tenant shall equal pay Landlord the sum of: (A) the then unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions costs and attorneys’ fees paid 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 other costs or charges under this Lease; (ii) rent concessions; , and (iii) total cost incurred by Landlord to perform all other Lease obligations for improvements, the period up to and including the Leasehold ImprovementsTermination Date, to shall survive the Premises in connection with termination of this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. . e) Notwithstanding the foregoing, if at any time during the period on or after the date of the on which Tenant shall exercise its Termination NoticeOption, up to and including the Termination Date, Tenant shall be in default of this LeaseLease beyond the expiration of any applicable notice and cure period, then Landlord may elect, but is not obligated, by written notice to Tenant to to: (i) cancel and declare null and void Tenant’s exercise of the Termination Option, in which case 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 then coming due until the Termination Fee is fully expended. If Tenant timely and properly exercises the Termination Option in accordance with this paragraph and Landlord has does not negated the effectiveness of cancel Tenant’s exercise of the Termination Option pursuant to after Tenant’s default, Tenant shall cure any default within the preceding sentence, period of time specified in this Lease and this obligation shall survive the Term 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, and, in accordance with the provisions of this Lease, and thereafter the Premises shall come 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 an end 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 shall apply and shall also be liable to Landlord 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 Date with the same force and effect as if said Termination Date were the Term were fixed to expire on such date, 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, other than in accordance with a Permitted Transfer, this Termination Option shall be deemed null and void and neither Tenant nor any assignee or subtenant shall have the Termination Date, and the terms and provisions of Section 18 shall applyright to exercise such option.

Appears in 1 contract

Samples: Short Form Lease (Geron Corp)

Termination Option. Provided Provided: (i) Tenant is the originally named Tenant, Tenant is neither not then in monetary default of the Lease; (ii) no more than 3 monetary Events of Default have occurred within any 60-consecutive month period after the date of this Lease on Amendment; (iii) 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; (iv) Tenant is the originally named Tenant (or its transferee under a Permitted Transfer); (v) Tenant has not exercised its Expansion Option under Section 10, or Right of First Offer under Section 13 or otherwise expanded the Premises (unless the Termination Payment is proportionately increased on a per square foot basis); and (vi) Tenant has not leased the entirety of the Building, Tenant shall have has the right to terminate this 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 (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Datemeans September 30, 2025. If Tenant desires to exercise the Termination Option, Tenant shall must give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall must be received by Landlord no later than the date that is 9 months prior to the Termination DateSeptember 30, 2024, failing which the Termination Option shall be 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 Payment” shall equal means the sum of: (A) of $1,905,510.00. Tenant’s payment of the unamortized (amortized on Termination Payment is a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, condition precedent to the Premises in connection with this Leasetermination of the Lease on the Termination Date, and such obligation survives the Expiration Date. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord for the loss of expected rentals from Tenant. The Termination Payment shall be is payable only by wire transfer or cashier’s check. Time is of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after As of the date of Tenant delivers the Termination Notice, up to any and including the Termination Date, Tenant shall be in default all unexercised rights or options of this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel extend the Term or expand the Premises (whether expansion options, rights of first refusal, rights of first offer, or otherwise), and declare any and all outstanding tenant improvement allowance not properly claimed by Tenant in accordance with the Lease shall immediately terminate and are automatically, without further action required by any party, null and void Tenant’s exercise and of the Termination Option, in which case this Lease shall continue in full no force and effect for the full Term unaffected by Tenant’s exercise of the Termination Optionor effect. If Tenant timely and properly exercises the Termination Option in accordance with this paragraph and Landlord has not negated paragraph, 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 Sections 10 and 21 of the Current Lease shall apply.

Appears in 1 contract

Samples: Lease (BigCommerce Holdings, Inc.)

Termination Option. Provided Tenant is not in default at the originally named Tenant, Tenant time the option described in this Section 15.3 is neither in monetary default of this Lease 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 effectexercised, Tenant shall have the right option to terminate this Lease effective at 11:59 p.m. on the thirty-eight (38) month anniversary of the Commencement Date (the “Early Termination Date, in accordance with and subject to each of the following terms and conditions (“Termination Option”). The “Termination Date” Such option shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give be exercised only by delivery to Landlord irrevocable written at least nine (9) months prior to the Early Termination Date of: (i) notice of Tenant’s exercise of the Termination Option such option (“Termination Tenant’s Exercise Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; and (ii) rent concessions; a termination fee (the “Termination Fee”) (which Termination Fee shall be in addition to, and not in substitution of, any Rent payable by Tenant under this Lease) in an amount calculated by: (iiia) adding together (1) the total brokerage commissions paid to Broker for the initial Term of the Lease, plus (2) the total cost incurred by Landlord for improvementsthe Initial Tenant Work, including plus (3) $40,142.26 (representing Fixed Rent for the Leasehold Improvements, period that Tenant is not required to pay such Fixed Rent prior to the Premises Rent Commencement Date), plus (4) $66,759.66 (representing three (3) months of the Fixed Rent and Operating Payments payable as of the Early Termination Date by Tenant under the Lease) (such sum being hereinafter referred to as the “Lease Costs”), and (b) determining the amount that, if paid to Landlord in connection with this Lease. Tenant acknowledges equal monthly installments on the first day of each and agrees every month during the initial Term from the Commencement Date through the first day of the last month of the initial Term, would be sufficient to repay in full the total Lease Costs plus interest thereon at ten percent (10%) per annum (such monthly amount being hereinafter referred to as the “Monthly Amortization”), and (c) determining the amount of Lease Costs that would be remaining unpaid as of the Early Termination Date if the Monthly Amortization were paid on the first day of every month during the initial Term through the first day of the month in which the Early Termination Date occurs and applied first against such accrued interest and then against the remaining unpaid balance of the Lease Costs as described above, the amount so yielded being the Termination Payment is not a penalty and is fair and reasonable compensation Fee. At Tenant’s written request any time prior to Tenant’s delivery to Landlord for the loss of expected rentals from Tenant. The Termination Payment ’s Exercise Notice, Landlord shall be payable by wire transfer or cashier’s check. Time is of the essence with respect determine and provide to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date Tenant a calculation of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, 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 this Lease shall continue in full force and effect for the full Term unaffected by Tenant’s exercise of the Termination OptionFee. If Provided Tenant timely and properly exercises its termination option described in this Section 15.3 in the Termination Option in accordance with manner set forth above, the Term of this paragraph and Landlord has not negated the effectiveness of Tenant’s exercise Lease shall expire as 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 Early Termination Date, and such Early Termination Date shall become the terms and provisions Expiration Date for all purposes of Section 18 shall applythis Lease.

Appears in 1 contract

Samples: Lease Agreement (Teltronics Inc)

Termination Option. Provided If a transfer of an ownership interest in Tenant is results in a change in the originally named Tenant, current control of Tenant is neither in monetary default of this prior to Lease 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 effectMonth 58, Tenant shall have the right one-time option to terminate this Lease effective at 11:59 p.m. on with regard to the Termination Date, in accordance with and subject to each of entire Premises only (the following terms and conditions (“Termination Option”). The “Termination Date” shall mean ) on the last day of the 40th full calendar month after 70th Lease Month (the Commencement “Termination Date”); provided, the foregoing reference to a change in control shall not constitute Landlord’s consent to a Transfer under Section 10 of this Lease. Tenant may exercise the Termination Option by delivering written notice to Landlord (the “Termination Notice”) at least 12 months prior to the Termination Date. If Tenant desires elects to exercise the Termination Option, then Tenant shall give pay a fee to Landlord irrevocable written notice of (the “Termination Fee”), simultaneously with Tenant’s exercise delivery of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior in an amount equal to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid portion of all costs incurred by Landlord in connection with this Lease; Lease (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvementscommissions paid to Landlord’s broker and Tenant’s broker, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 unamortized portion of the essence with respect to abated Basic Rent, the dates Construction Allowance, the Test Fit Allowance, and deadlines set forth herein. Notwithstanding the foregoingwork described in Section 11(d) of Exhibit D), if which amount shall accrue interest at any time during 8% per annum and be amortized over the period on or after the date portion of the Termination Notice, up Lease Term for which Basic Rent is payable. If Tenant fails to and including the Termination Date, Tenant shall be in default of this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void Tenant’s timely exercise of the Termination 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 will be deemed forfeited and the provisions of this paragraph Exhibit will be of no force and Landlord has not negated effect. The Termination Fee is Rent under the effectiveness terms of this Lease; Tenant’s exercise of 's failure to pay the Termination Option pursuant Fee when due will entitle Landlord, without further notice to the preceding sentenceTenant, to exercise any of its rights under 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 dateLease, the Expiration Date shall be the Termination Dateat law, and the terms and provisions of Section 18 shall applyor equity.

Appears in 1 contract

Samples: Lease Agreement (Alco Stores Inc)

Termination Option. Provided 33.1 In the event (a) Tenant needs to lease an additional 3,000 rentable square feet of space or more, and (b) Landlord is unable to satisfy the originally named Tenantspecific space requirement of Tenant (with space that is substantially similar to the Premises, including, but not limited to, location, window lines, quality, and amenities), and deliver the same in at least the same condition as the Premises were delivered to Tenant is neither in monetary default as of the Commencement Date of this Lease on within the Termination Date (time period needed for occupancy by Tenant [and otherwise substantially the same terms and conditions as defined below) nor has there previously been an Event of Monetary Default, and this Lease or as may be reasonably appropriate given the expansion of the Premises (including, but not limited to, a reasonable rent abatement period for Tenant to perform its initial fit-up and transition into the new space)] (collectively, "Tenant's Expansion Requirements") in any Class A building owned by Landlord or Landlord's affiliate in Bedminster, New Jersey or Bridgewater, New Jersey that is in full force and effectsubstantially similar to the Building (which time period shall not exceed one hundred eighty (180) days of Landlord's receipt of Tenant's written notice describing Tenant's Expansion Requirements), Tenant shall have the right option (the "Early Termination Option") to terminate this Lease effective at 11:59 p.m. on the not less than ninety (90) days' advance written notice to Landlord ("Tenant's Termination Date, in accordance with and subject to each of the following terms and conditions (“Termination Option”Notice"). The effective date of termination identified in Tenant's Termination Notice is hereinafter referred to as the "Early Termination Date” shall mean ". In the last day of the 40th full calendar month after the Commencement Date. If event that Tenant desires to exercise the exercises such Early Termination Option, Tenant shall give pay to Landlord irrevocable written notice Landlord, on or before the Early Termination Date, an amount equal to (a) the unamortized portion of the cost of the Tenant Improvement Work and brokerage commissions, collectively amortized on a straight line basis over the Term, at an annual interest rate of eight percent (8%) (the "Termination Fee"). Tenant hereby understands and acknowledges that the early termination of this Lease, pursuant to the Early Termination Option, shall not be effectuated without Tenant’s exercise 's payment of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below)Fee. The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior In addition to the Termination Datepayments described above, failing which Tenant's right to exercise the Early Termination Option shall be deemed waived (provided Landlord reserves subject to Tenant's not being in default beyond any applicable notice and cure period as of the right date Tenant delivers the Early Termination Notice or the Early Termination Date. Upon the exercise of the Early Termination Option, this Lease shall terminate on the Early Termination Date as if such date were the Expiration Date, and Tenant shall surrender and return to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). The “Termination Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvementsLandlord, including the Leasehold Improvements, to the Premises in connection with the condition required by this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, 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 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 1 contract

Samples: Lease Agreement (Matinas BioPharma Holdings, Inc.)

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease 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 right option to terminate this Lease effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each as of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar ninetieth (90th) month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option Lease Term (the “Termination NoticeDate”), together with the Termination Payment provided Tenant gives written notice thereof to Landlord not less than twelve (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 12) months prior to the Termination Date (the “Termination Notice”) and provided Tenant is not in default under the Lease at the time of the giving of such notice. Additionally, Tenant’s right to terminate hereunder is conditioned upon the payment in full by Tenant, within thirty (30) days of the date Tenant delivers notice to Landlord that it is exercising its termination right hereunder, of the unamortized cost of the Construction Allowance and all leasing commissions paid in connection with this Lease (using an interest rate of 9% per annum and an amortization period of one hundred twenty-six (126) months) (collectively, the “Termination Payment”). Landlord shall advise Tenant of Landlord’s calculation of the amount of the subject Termination Payment within ten (10) days following its receipt of the subject Termination Notice. After Landlord’s receipt of the Termination Payment, 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 accruing after the Termination Date, failing which except those which, by the provisions of this Lease, expressly survive the termination of this Lease. If Tenant fails to timely give the Termination Option shall be deemed waived (provided Landlord reserves the right Notice or to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). The “Payment and fails to pay all rent accruing from the time of notification of Termination Payment” shall equal through the sum of: ninetieth (A90th) month as and when due, time being of the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord essence in connection with such notice and payment, then the termination right under this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord for the loss of expected rentals from Tenant. The Termination Payment Exhibit K shall be payable by wire transfer or cashier’s check. Time is of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, 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 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 applyvoid.

Appears in 1 contract

Samples: Office Lease Agreement (Radiant Systems Inc)

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease 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, CHANGE THIS SECTION TO READ AS FOLLOWS: Tenant shall have the right to terminate this Terminate the Lease effective at 11:59 p.m. on after the Termination Date, in accordance with and subject to each first two (2) of the following terms and conditions five (“Termination Option”). The “Termination Date” shall mean the last day 5) one (1) year options of the 40th full calendar month after the Commencement Daterenewal term that commences June 1, 2002 have been completed. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option Landlord, in writing, at least One Hundred Twenty (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months 120) days prior to the Termination Datedate of termination of either-one (1) year Lease option term two (2), failing which the Termination Option three (3), or four (4), notice of its intent to exercise this right This right to terminate shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if as follows: (a) If at any time during the extended term as set forth hereinabove Landlord is unable to provide for Tenant's actual expansion requirements within the Building, on contiguous floors to the Space Leased at the lease rate and terms applicable to the Premises including a Tenant Improvement Allowance for expansion at a prorated amount based on Thirty-three Cents ($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, relocation expenses, if any, paid by Landlord during the renewal period on or and not reimbursed by Tenant to make Space Leased available to Tenant and real. estate commissions paid by Landlord for any expansion space. The amount of the actual Tenant Improvement costs, relocation expenses, if any, paid by Landlord to make Space Leased available to Tenant and real estate commissions incurred by Landlord shall be supplied to Tenant within sixty (60) days after the date build-out occurs. Landlord may reinstate the Lease within the first thirty (30) days of the Termination Notice, up One Hundred Twenty (120) day notice period by committing to and including make space available for expansion by Tenant within Sixty (60) days after the Termination Date, Tenant shall be in default of this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void Tenant’s exercise end of the Termination Optiontermination date included in Tenant's notice. (b) this subsection is deleted in its entirety. Except as specifically stated above, in which case this all the terms, covenants and conditions of the original Space Lease dated March, 5, 1997 and amendments thereto for the Xxxx-Xxxxxxxxx. Building shall continue remain 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 applyeffect.

Appears in 1 contract

Samples: Space Lease (Pacific Energy Resources LTD)

Termination Option. Provided Tenant shall have the one time right to terminate this Lease (the “Termination Right”), 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 exercise the Termination Right within sixty (60) days after the Test Year has expired, then any attempted exercise of the Termination Right shall be null, void and of no force and effect. Tenant shall, simultaneously with the delivery of the 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 ($20,000,000.00) 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 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 originally named Tenantdate of Landlord’s receipt of the Termination Notice (the “Termination Date”). If Tenant terminates the Lease as provided above, Tenant is neither in monetary default of this Lease shall vacate the Premises on or before the Termination Date (as defined below) nor has there previously been an Event in the condition otherwise required under Section 18.01 hereof. From the date of Monetary Defaultthe Termination Notice through the Termination Date, and this the Lease is shall remain in full force and effect, and Tenant shall have the right to terminate this Lease effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each honor all of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Dateits obligations hereunder. If Tenant desires to exercise exercises its Termination Right as provided above, simultaneously with such exercise, and after receipt of written notice from Landlord stating the Termination Optionamount of the “Commission Reimbursement,” (as hereinafter defined), Tenant shall give to reimburse Landlord irrevocable written notice of Tenant’s exercise for the unamortized portion of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees fee paid by Landlord in connection with this Lease; Lease (iibased upon a ten (10) rent concessions; year amortization schedule) [the “Commission Reimbursement”], together with the sum of Two Thousand and No/100 Dollars (iii$2,000.00) total cost incurred by for Landlord’s legal and administrative costs (the “Additional Reimbursement”) pursuant to this Section 20.24. Landlord for improvements, including the Leasehold Improvements, agrees to the Premises in connection provide Tenant with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 written notice of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date amount of the Termination Notice, up to Commission Reimbursement and including the Termination Date, Additional Reimbursement simultaneously with Tenant shall be in default of this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void giving Tenant’s exercise of the Termination 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 Notice 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 applyprovided above.

Appears in 1 contract

Samples: Lease Agreement (Alliance Bankshares Corp)

Termination Option. Provided Tenant Subject to payment of the Termination Charge described below, and provided Worldspan is not in Default, Worldspan may, on not less than 120 days’ prior written notice to IBM Credit and effective as of a date (the originally named Tenant“Termination Date”) specified in such notice that is on or after the first anniversary of the Effective Date, Tenant is neither terminate this AMO Agreement as described in monetary default of this Lease on Section. The applicable Termination Percentage shall be determined as follows: a. if the Termination Date (coincides with a date set forth in Section I of Exhibit F, the applicable Settlement Percentage shall be the Settlement Percentage set forth in Section I of Exhibit F for that date; and b. if the Termination Date is not one of the dates set forth in Section I of Exhibit F, the applicable Settlement Percentage shall be a Settlement Percentage that is prorated, on a per diem basis, between the Settlement Percentages set forth in Section I of Exhibit F for the dates that immediately precede and succeed the Termination Date. The amount of the Termination Charge shall be equal to the sum of the following: 1. Multiply the applicable Termination Percentage by the remaining Monthly Payments shown in Exhibit A as defined below) nor has there previously been an Event it appears on the Effective Date, discounted to present value as of Monetary Default, and this Lease is in full force and effect, Tenant shall have Termination Date at the right to terminate this Lease effective at 11:59 p.m. on Discount Rate as of the Termination Date, plus 2. the applicable Additional Termination Percentage shown in accordance with each Order Letter for any Products and subject Services in addition to each of the following terms Base Capacity that are added to this AMO Agreement during the initial Term, as applied to the increases in Monthly Payments for such Products and conditions (“Termination Option”). The “Services added by the Order Letter that are payable during the Initial Term for months subsequent to the Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires , discounted to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise present value as of the Termination Option (“Termination Notice”), together with Date at the Discount Rate as of the Termination Payment (as defined below)Date. The Termination Notice Worldspan will pay all Monthly Payments due and the Termination Payment shall be received by Landlord no later than the date that is 9 months payable prior to the Termination Date, failing which plus the Termination Option shall be deemed waived (provided Landlord reserves Charge and any taxes that are the right to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). The “Termination Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions responsibility of Worldspan hereunder and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period arise on or after the date of the Termination Notice, up to and including before the Termination Date, Tenant shall be in default of . All amounts under this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel Section are due and declare null and void Tenant’s exercise of the Termination Option, in which case this Lease shall continue payable in full force and effect for the full Term unaffected by Tenantwithin thirty (30) days from Worldspan’s exercise receipt 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 applyinvoice therefor.

Appears in 1 contract

Samples: Asset Management Offering Agreement (Worldspan Viator Holdings LLC)

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease on the Termination Date (as defined below) nor has there previously been an no Event of Monetary Default, and this Lease is in full force and effectDefault by Tenant has occurred, Tenant shall have the right option to terminate this Lease effective at 11:59 p.m. on the last day of the forty-seventh (47th) full calendar month following the First Phase Commencement Date (“Termination Date, in accordance with and subject ”) by providing written notice of such termination to each Landlord no later than the last day of the thirty-sixth (36th) full calendar month following terms and conditions the First Phase Commencement Date (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires written notice provided to exercise Landlord for the Termination Option, Tenant if any, shall give to Landlord irrevocable written notice of be accompanied by Tenant’s exercise of check in the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall amount equal the sum ofto: (Ai) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage cost of all leasing commissions and attorneys’ fees paid by Landlord in connection with this Lease; , (ii) rent concessions; the unamortized cost to Landlord of the initial leasehold improvements to the Premises, (iii) the 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), (ii) and (iii) total cost incurred by Landlord for improvementsabove shall be amortized on a ninety-three month amortization schedule, including the Leasehold Improvements, accruing interest thereon at an annual rate of eight percent (8%). Notwithstanding anything contained herein to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoingcontrary, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, 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 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 obligations to pay Rent in accordance with this paragraph and Landlord has Lease shall not negated cease until the effectiveness applicable Termination Date. Any termination of Tenant’s exercise of the Termination Option this Lease pursuant to this Section 28 shall be in the preceding sentence, this Lease same manner and the Term shall come to an end on the Termination Date with the same force and effect as if that date had been originally fixed in this Lease for the Term were fixed expiration of the term, except that in addition to expire on such dateany sums due and owing in connection with the expiration of the term. Tenant shall pay, or have previously paid, any and all sums due and owing in connection with the Expiration Date shall be the Termination Date, and the terms and provisions of Section 18 shall applytermination right granted herein this Article 28.

Appears in 1 contract

Samples: Office Lease (Ulthera Inc)

Termination Option. Provided Tenant is Notwithstanding anything to the originally named Tenant, Tenant is neither in monetary default of this Lease 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 effectcontrary contained herein, Tenant shall have the right a one-time option to terminate this 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 (“Termination Option”). The “Termination Date” shall mean ) in accordance with the last day of the 40th full calendar month after the Commencement Date. following terms and conditions: a. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice (“Termination Notice”) of Tenant’s exercise of the this Termination Option (“Termination Notice”)Option, together with the Termination Payment (as defined below). The which shall be delivered by certified mail which Termination Notice and the Termination Payment shall must be received by Landlord no later than the date that is 9 twelve (12) full months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence TIME IS OF THE ESSENCE with respect to Landlord’s receipt of the dates Termination Notice and all other deadlines set forth herein. in this Article. b. If Tenant gives the Termination Notice and complies with all the provisions in this Article, the Lease shall terminate at 11:59 p.m. on May 31, 2018 (the “Termination Date”). c. In consideration for Tenant’s termination of this Lease, Tenant shall pay Landlord $246,176.38 (“Termination Fee”) simultaneously with the Termination Notice sent by 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 of the on which Tenant shall exercise its Termination NoticeOption, up to 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: (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 the Lease default and apply the remaining balance, if any, of the Termination Fee towards the next payments of Fixed Basic Rent 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 and this obligation shall survive the Termination Date. If: (a) Landlord exercises its option under Section 3.10e.(ii) hereof and (b) Landlord applies the Termination Fee against the damages and expenses related directly or indirectly to the Lease default, and a portion of the Termination Fee remains unexpended after such application, then, so long as: (I) no other default under the Lease exists and (II) Landlord receives from Tenant, within five (5) days (TIME BEING OF THE ESSENCE) after Landlord’s demand therefor, a written notice acknowledgment executed by Tenant, in form satisfactory to Landlord, confirming that Tenant’s exercise of the Termination Option is null and void and that the Lease shall continue in full force and effect for the full Term, unaffected by Tenant’s exercise of the Termination Option, Landlord shall, in that case, refund to Tenant such remaining unexpended portion of the Termination Fee. 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, 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 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 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. Subject to Landlord’s right to cancel and declare null and void Tenant’s exercise of the Termination OptionOption pursuant to Section 3.10 e. above, in which case this Lease shall continue in full force if Tenant properly and effect for the full Term unaffected by Tenant’s exercise of timely exercises the Termination Option. If Tenant timely , the Lease shall cease 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 expire on the Termination Date with the same force and effect as if said Termination Date were the Term were fixed to expire on such date, date originally provided in this Lease as the Expiration Date shall be of the Term hereof. i. If this Lease has been assigned or, at the time Tenant give Landlord the Termination Notice, is subject to a sublease for a sublease term that runs beyond the Termination Date, then, this Termination Option and any Termination Notice given hereunder shall be deemed null and void and neither Tenant, the terms assignee nor such subtenant shall have the right to exercise such option during the term of such assignment or sublease. j. If Tenant exercises its option under Section 3.11 of the Lease, (as modified by Section 3.9 hereof), this Termination Option shall be null and provisions of Section 18 shall applyvoid.

Appears in 1 contract

Samples: Lease Agreement (Eagle Pharmaceuticals, Inc.)

Termination Option. Provided Tenant is Notwithstanding anything contained herein to the originally named Tenant, Tenant is neither in monetary default of this Lease on contrary but provided that the Termination Date Option Conditions (as defined below) nor has there previously been an Event of Monetary Defaultare satisfied, and Tenant shall have the option to terminate this Lease is in full its entirety (the "Termination Option"), effective as of May 31, 2009 (the "Early Termination Date"), by delivering to Landlord its binding written notice of intent to terminate this Lease (the "Termination Notice") no less than twelve (12) months prior to the Early Termination Date. If Tenant delivers its Termination Notice in accordance with the terms and conditions of this Rider 8, then, as of the Early Termination Date, this Lease shall be null and void and of no further force and effect, except that Tenant shall be and remain liable for the payment to Landlord of all Rent and other sums and the performance of all obligation then due or accrued. In the event that Tenant fail to vacate the Premises completely and surrender possession thereof to Landlord in accordance with Artile16 of the Lease on or prior to the Early Termination Date. Tenant shall be and remain liable for the performance and keeping of all the covenants, agreements and obligations under the Lease to be performed, paid and kept. Alternatively, at Landlord's option, any such failure shall be treated as a holding over by Tenant, and Landlord shall be entitled to all of its remedies therefore pursuant to Article 17 or 22 of this Lease. Tenant shall have the right to terminate this Lease effective at 11:59 p.m. on exercise the Termination Date, in accordance Option only if the following condition (the "Option Conditions") are fully satisfied: 1. Concurrent with and subject to each the delivery of the following terms Termination Notice, Tenant shall pay to Landlord a fee equal to what the principal balance remaining due in the Early Termination Date would have been if the Expense Amount been loaned to Tenant on June 1, 2002 at an interest rate equal to ten percent (10%) per annum, and conditions had such loaned amount been repaid in monthly installments of principal and interest in an amount that would completely amortize such loaned amount on a straight line basis over ten (“Termination Option”)10) years. The “Termination Date” "Expense Amount" shall mean the last day sum of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) the Allowance, (ii) the Additional Improvement Allowance, (iii) $57,727.20, and (iv) any brokerage commissions and attorneys’ fees paid incurred by Landlord in connection with this the Third Amendment to Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, 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 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 1 contract

Samples: Lease (Broadview Media Inc)

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease 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 right a single option to terminate this Lease Lease, which termination shall be effective at 11:59 p.m. on the Termination "Cancellation Date" (as hereinafter defined), in accordance with and subject to each all of the following terms and conditions conditions: (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. a) If Tenant desires wishes to exercise the Termination Optionits termination option hereunder, Tenant shall give must deliver to Landlord irrevocable Landlord, clear and unconditional written notice of Tenant’s exercise of 's election to terminate this Lease (the Termination Option (“Termination "Election Notice"), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months at any time prior to the Termination fourth (4th) anniversary of the Rent Commencement Date, failing which time being of the Termination Option essence; (b) Upon Tenant's timely exercise of its termination option, the effective date for the termination of this Lease (the "Cancellation Date") shall be deemed waived the fifth (provided 5th) anniversary of the Rent Commencement Date, time being of the essence; (c) In consideration of said Lease termination, Tenant must pay Landlord reserves $1,000,000.00 (if Tenant terminates to move its business operations to the right City of Bridgeport), but otherwise $1,250,000.00 (if Tenant terminates for any other reason or no reason) (said payment, the "Cancellation Fee"), said payment to waive be in writing good funds, subject to collection, by certified check payable to the requirement that order of Landlord and delivered to Landlord on or before the Cancellation Date, time being of the essence; (d) From and after Tenant's exercise of such termination option by Tenant's timely delivery of its Election Notice as required herein, Tenant fully and/or shall continue to timely pay perform all of its obligations under this Lease (including, without limitation, its Rental obligations) through and including the Termination Payment). The “Termination Payment” Cancellation Date; and (e) Notwithstanding anything to the contrary contained in this Lease, Tenant's termination option hereunder shall equal be subject to the sum offollowing additional conditions: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions As of the date of the Election Notice (and attorneys’ fees paid by Landlord in connection with this LeaseLandlord's receipt of the Cancellation Fee), no Event of Default shall have occurred and be continuing; (ii) rent concessionsIf Tenant fails to properly and timely exercise its option to terminate hereunder, said option shall be null and void; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, Tenant's option to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord for the loss of expected rentals from Tenant. The Termination Payment terminate herein shall be payable by wire transfer personal to Initial Tenant only, and shall not be transferred or cashier’s check. Time is assigned to any other parties; (iv) Such termination of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at this Lease shall not release or discharge any time during the period on or after the date of the Termination Notice, Tenant's obligations under this Lease accruing up to and including the Termination Cancellation Date; (v) Such termination option shall lapse and have no force or effect after the fourth (4th) anniversary of the Rent Commencement Date if not theretofore duly exercised as required herein; and (vi) In the event there is an Event of Default that occurs and is continuing up to and including the Cancellation Date, Tenant shall be in default Landlord, at Landlord's option, may negate Tenant's exercise of this Lease, then Landlord may elect, but is not obligated, such termination option by written notice to Tenant to cancel and declare null and void Tenant’s exercise of the Termination Option, in which case this Lease shall continue in full force and effect for from the full Term unaffected by Tenant’s exercise date of the Termination Option. If Tenant timely Landlord's notice with such termination option being null 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 applyvoid.

Appears in 1 contract

Samples: Lease Agreement (National Patent Development Corp)

Termination Option. Provided Tenant is Subject to the originally named Tenant, Tenant is neither in monetary default of this Lease on the Termination Date (as defined below) nor has there previously been an Event of Monetary Default, terms and this Lease is in full force and effectconditions set forth hereinbelow, Tenant shall have the one-time 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 (“Termination Option”). The “Termination Date” shall mean ) effective as of the last day of any calendar month following the 40th ninety-second (92nd) full calendar month after following the Commencement Date (as applicable, the “Early Termination Date”) so long as Tenant notifies Landlord, in writing, of Tenant’s intention to terminate this Lease at least twelve (12) full calendar months, but no more than fifteen (15) full calendar months, prior to the Early Termination Date (the “Termination Notice”), time being of the essence with respect thereto. If Tenant desires to In connection with its exercise of the Termination Option, Tenant shall give pay to Landlord, simultaneously with Tenant’s delivery of the Termination Notice to Landlord, an amount equal to the sum of (a) four (4) full Months of the average monthly Base Rent (on a per Rentable Square Footage of the Premises basis) payable during the period immediately following the Rent Commencement Date through the Early Termination Date, plus (b) all of Landlord’s unamortized transaction costs with respect to this Lease (which Landlord will calculate and provide in the Commencement Letter pursuant to Section 3.05 of the Lease), including, without limitation, the aggregate Base Rent payable during the Free Base Rent Period, attorneys’ fees, leasing commissions and the total hard and soft costs of the Landlord Work (including, without limitation, the Allowance and the Concept Plan Allowance) all based upon an interest factor of six percent (6%) per annum for such amortization calculation (the amounts described in items (a) and (b), collectively, the “Termination Fee”). If Tenant fails to (i) timely exercise the Termination Option in accordance with the provisions of this Section IV, or (ii) deliver to Landlord irrevocable written notice of the Termination Fee simultaneously with Tenant’s delivery of the Termination Notice to Landlord, then the Termination Option and this Section IV shall be null and void and without further force and effect. Tenant’s right to terminate this Lease as set forth herein is conditioned upon (w) no monetary Default of Tenant then continuing beyond any applicable notice and cure period on the date the Termination Notice is delivered to Landlord, (x) this Lease being in full force and effect on the date the Termination Notice is delivered to Landlord and on the day immediately preceding the Early Termination Date, (y) Landlord having received the Termination Fee when required as aforesaid, and (z) Tenant not having exercised any of its Rights of First Offer pursuant to Section II of this Exhibit F above. Notwithstanding the foregoing provisions of this Section IV, if Tenant timely exercises the Termination Option and thereafter a monetary Default of Tenant occurs, then Landlord may elect to nullify the exercise of the Termination Option (“Termination Notice”), together with by giving written notice thereof to Tenant on or before the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Early Termination Date, failing which the . Should Tenant effectively exercise its Termination Option shall be 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 Payment” shall equal the sum of: as set forth herein, (A) the unamortized (amortized Term of this Lease shall automatically terminate on a straight-line basis the Early Termination Date, with interest at 10%): (i) brokerage commissions all of the terms and attorneys’ fees paid by Landlord in connection with conditions of this Lease; (ii) rent concessions; , including, without limitation, the obligation to pay Rent, remaining in full force and effect until the Early Termination Date, and (iiiB) total cost incurred by Landlord for improvementsTenant shall relinquish, including the Leasehold Improvements, to yield up and surrender the Premises on the Early Termination Date in connection accordance with the terms and provisions of this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to all of the dates and deadlines time periods set forth hereinin this Section IV. Notwithstanding anything herein to the foregoingcontrary, if at Tenant’s Termination Option hereunder is personal to Butterfly Network, Inc., any time during the period on or after the date Affiliate of the Termination NoticeButterfly Network, up to and including the Termination Date, Tenant shall be in default Inc. by an assignment of this LeaseLease permitted pursuant to Section 11.04 or its Business Transferee who succeeds to Butterfly Network, then Landlord may electInc. as Tenant under this Lease pursuant to Section 11.04, but is not obligated, by written notice to Tenant to cancel and declare null and void in no event shall Tenant’s exercise of the Termination 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 applyotherwise assignable.

Appears in 1 contract

Samples: Office Lease Agreement (Butterfly Network, Inc.)

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Termination Option. Provided So long as Tenant is not in default at either the originally named Tenant, Tenant is neither in monetary default time of this Lease on exercise or at the Termination Date (as defined below) nor has there previously been an Event time of Monetary Default, and this Lease is in full force and effecttermination, Tenant shall have the right option 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 (“Termination Option”), effective as of December 31, 2010 (“Early Termination Date”). The Termination Date” Option may be exercised only in material compliance with the terms of this paragraph. The Termination Option shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Optionbe exercised, Tenant shall give if at all, by delivery to Landlord irrevocable written (at the place and in the manner set forth in the Lease for delivery of notices) of a notice of Tenant’s exercise of the Termination Option termination (“Termination Notice”). The Termination Notice (i) must be delivered not later than nine (9) months prior to the Early Termination Date, together and (ii) must be accompanied with a certified or cashier’s check in the amount of the Termination Payment (as defined below). The If and only if Tenant timely and properly delivers the Termination Notice and the Termination Payment Payment, the Term of this Lease shall be received by Landlord no later than end and all terms and conditions of this Lease (except for those provisions that survive the date that is 9 months prior termination or expiration of the Lease, such as “indemnification”) and Tenant’s obligations hereunder, including without limitation Tenant’s obligation to pay rent, shall expire on the Early Termination Date, failing which as though the Early Termination Option 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 be deemed waived (provided Landlord reserves continue up to and including the right to waive in writing the requirement that Tenant fully and/or timely pay the Early Termination Payment)Date. The Termination Payment” shall equal Payment is the sum of: (A) sole property of Landlord upon payment and is not refundable under any circumstances, except breach of this Section by the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this LeaseLandlord. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord for the loss of expected rentals from TenantTenant over the remainder of the scheduled term after the Early Termination Date. The All obligations of Tenant and Landlord arising under this Lease prior to the Early Termination Payment Date and not fully performed as of the Early Termination Date shall 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 shall be payable by wire transfer or cashier’s check. Time is of the essence with respect “personal” to the dates and deadlines Tenant as set forth hereinabove and that, other than as set forth below, in no event will any assignee or sublessee have any rights to exercise the aforesaid option to terminate. Notwithstanding the foregoingabove, if at Tenant may assign its rights under this Section in connection with a merger, consolidation, spin-off, corporate reorganization, acquisition, sale of all or substantially all of its assets or other Change of Control. “Change of Control” means any time during merger, investment, stock transfer or acquisition, asset transfer or acquisition, which has the period on or after effect of changing the date ownership of the referenced party to this Lease or any parent or subsidiary of the referenced party. The “Termination NoticePayment” will be the sum of (a) rent (base rent) which would, up to and including but for such termination, have been payable for the three (3) month period beginning on the day following the Early Termination Date, Tenant shall be plus (b) the unamortized balance, as of the Early Termination Date, of Landlord’s costs for tenant improvements and rent abatement incurred in default of connection with this Lease, then Landlord may elect, but is not obligated, assuming amortization in full of such costs with interest at nine percent (9%) per annum over the Term of the Lease as extended by written notice to Tenant to cancel and declare null and void this Amendment. At Tenant’s exercise request, Landlord shall provide a calculation of the actual Termination 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 applyPayment amount.

Appears in 1 contract

Samples: Lease Agreement (LogMeIn, Inc.)

Termination Option. Tenant shall have the option (the "Termination Option") to terminate this lease with respect to all or any part of the Premises, subject to the terms and conditions hereinafter set forth. (a) Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of that this Lease on the Termination Date (as defined below) nor has there previously been an Event of Monetary Default, and this Lease lease is in full force and effecteffect and Tenant is not in Default, Tenant shall have the right may elect to terminate this Lease effective at 11:59 p.m. on lease with respect to all or part of the Original Premises, Pre-Occupancy Expansion Space or Post Occupancy Expansion Space as of the day before the fifteenth (15th) anniversary of the Low-Rise Commencement Date (the "Termination Date, in accordance with and subject ") by written notice to each of the following terms and conditions Landlord ("Termination Option”). The “Notice") delivered no later than fifteen months prior to such Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice shall identify that portion of the Original Premises, Pre-Occupancy Expansion Space or Post-Occupancy Expansion Space as to which Tenant as elected to terminate this lease. (b) In consideration of said termination, Tenant shall pay to Landlord a termination payment ("Lease Termination Payment") equal to the sum of all costs necessary to demolish the following components of the base building customized for Tenant and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): related costs of rebuilding or restoring such base building components: (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; Building signage identifying Tenant; (ii) rent concessions; and Tenant escalator/interfloor stairs; (iii) total cost incurred by Landlord Tenant features in the central lobby; (iv) Tenant raised floor area; and (v) Tenant specialized areas, e.g., Kitchen Facilities, dining rooms, auditorium and any customized areas where the base building structure or building systems has changed from that provided for improvements, including in the Leasehold Improvements, to the Premises in connection with this Lease. specifications and drawings attached hereto as Attachments 10 and 11 as result of Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord for the loss of expected rentals from Improvements or at Tenant. The Termination Payment shall be payable by wire transfer or cashier’s check. Time is of the essence with respect to the dates and deadlines set forth herein's request. Notwithstanding the foregoing, if at any time during the 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 ending on or the date ("Payment Determination Date") which is the earlier to occur of (A) three (3) years after the effective date of the Termination Noticetermination, up to and including (B) the date on which the demolition, restoration and rebuilding is completed. (c) On the Termination Date, Tenant shall pay to Landlord Landlord's reasonable estimate of the Lease Termination Payment, 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 use Tenant's customized tenant improvements. The Lease Termination Payment shall be placed in default an interest-bearing account, with interest accruing for the benefit of this LeaseTenant, then and which Landlord may electuse for demolition, but restoration and rebuilding. In the event that the demolition, restoration and rebuilding of such space as provided in subsection (b)(y) above is not obligated(x) less than the Lease Termination Payment deposited with Landlord, by written notice 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 cancel and declare null and void Tenant’s exercise 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 Termination OptionPremises with respect to which this lease is terminated by Tenant pursuant to this section for Rent lost by Landlord. (e) With respect to the Office Premises, in which case Tenant shall have no right to terminate less than one-half (1/2) of a floor. In the event that Tenant elects to exercise its right of termination under this Lease shall continue 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 for and Tenant is not in Default, Tenant may by written notice to Landlord ("Lobby Termination Notice"), elect to terminate this lease with respect to the full Term unaffected by Tenant’s exercise Lobby Space as of the Termination Option. If Tenant timely and properly exercises day before the Termination Option in accordance with this paragraph and Landlord has not negated the effectiveness of Tenant’s exercise fifth (5th) anniversary of the Low-Rise Commencement Date or as of the day before each subsequent anniversary date. The Lobby Termination Option pursuant to Notice shall specify the preceding sentenceeffective date ("Lobby Termination Date") of such termination, 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 which date shall be no earlier than twelve (12) months after the date of the Lobby Termination Notice. On the Lobby Termination Date, and Tenant shall pay to Landlord an amount equal to the terms and provisions of Section 18 shall applyunamortized 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. Provided So long as no Event of Default is then-continuing as of the date Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease on sends Landlord the Termination Date (Notice or as defined below) nor has there previously been an Event of Monetary Default, and this Lease is in full force and effectthe Early Termination Date, Tenant shall have the right a one-time option to terminate this the Lease effective at 11:59 p.m. on in its entirety (the Termination Date, in accordance with and subject to each of the following terms and conditions (“Termination Option”). The ) effective as of April 30, 2013 (the “Early Termination Date”) by providing written notice (the “Termination Date” shall mean Notice”) to Landlord no later than April 30, 2012 and paying Landlord the last day entire Termination Fee (defined below) with such Termination Notice. If Tenant timely delivers the Termination Notice and the Termination Fee in accordance with the terms and conditions of this Paragraph 8, then as of the 40th full calendar month after Early Termination Date the Commencement Lease shall terminate, and Tenant shall be and remain liable for the payment to 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 to be performed, paid and kept by Tenant on and prior to such Early Termination Date. If Tenant desires fails to vacate the Premises and surrender possession thereof to Landlord in accordance with Article 20 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 including such Article 20. If Tenant shall exercise the its Termination Option, Tenant shall give pay Landlord a termination fee equal to Landlord irrevocable written notice of Tenant$540,987.00 (the “Termination Fee”). The entire Termination Fee shall be payable with the Termination Notice. If Tenant fails to timely pay the Termination Fee, at Landlord’s sole election, the exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void Tenant’s exercise of and the Termination Option, in which case this Lease shall continue in full force and effect for the full Term unaffected by Tenant’s exercise of as if Tenant had not exercised the Termination Option. If Tenant timely and properly exercises the Termination Option in accordance with this paragraph and Acceptance by Landlord has not negated the effectiveness of Tenant’s exercise of the entire Termination Option pursuant to Fee shall constitute a release of Tenant from any and all of its obligations under the preceding sentence, this Lease and accruing after 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 Early Termination Date, and except any obligations which by their terms are intended to survive any early termination or expiration of the terms and provisions of Section 18 shall applyLease.

Appears in 1 contract

Samples: Office/Showroom/Warehouse Lease (Ulta Salon, Cosmetics & Fragrance, Inc.)

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default no Event of Default has occurred under this Lease on beyond the Termination Date (as defined below) nor has there previously been an Event expiration of Monetary Default, and this Lease is in full force and effectall applicable grace and/or cure periods expressly set forth herein, Tenant shall have the right a one-time option 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 (“Termination Option”). The Termination Date” shall mean Option will become effective as of the last day of the 40th full calendar month after following the two (2) year anniversary of the Commencement Date (the “Termination Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable ”) provided Xxxxxx has delivered written notice of Tenant’s exercise of such termination (the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by ) to Landlord no later than on or before the date that is 9 six (6) months prior to the Termination Terminate Date, failing which time being of the essence. As set forth below, Tenant must pay to Landlord, by wire transfer, a termination fee equal to three (3) months of the then escalated Rent and Additional Rent due from Tenant as of the Termination Option Date (the “Termination Fee”). Tenant shall be deemed waived (provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment)Fee contemporaneously with its delivery of the Termination Notice. The “Termination Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions In such event, Xxxxxx will vacate and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to surrender possession of the Premises to Landlord on the Termination Date in connection with the manner required under this Lease. Any attempt by Tenant acknowledges to exercise its Termination Option by any method, at any time or in any circumstances other than as specifically set forth in this Article 42 will be null and agrees that void and of no force or effect at the sole option and discretion of Landlord. The Termination Payment Option is reserved to Tenant and will not a penalty and is fair and reasonable compensation inure to the benefit of any sublessees, transferees, successors and/or assigns of Tenant. Tenant shall remain liable to Landlord for the loss any and all Rent and Additional Rent and to perform any and all of expected rentals from Tenant. The Termination Payment shall be payable by wire transfer or cashier’s check. Time is of the essence with respect obligations which accrue prior to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period Termination Date but which become due on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, 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 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 1 contract

Samples: Lease Agreement (COMPASS Pathways PLC)

Termination Option. Provided that (a) Tenant has not assigned the Lease or sublet any portion of the Premises and (b) Tenant is not in default under the originally named Tenant, Tenant is neither in monetary default of this Lease 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 effectLease, Tenant shall have the right a one (1) time option to terminate this 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 (“Termination Option”), effective on the commencement date of 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”). The Tenant shall exercise the Termination Option by delivering to Landlord written notice (the “Termination Date” shall mean Notice”) of such election to terminate the last day Lease concurrently with execution of the 40th full calendar month after New Lease and if Tenant properly delivers the Commencement Termination Notice, then the Lease shall be deemed to have expired by lapse of time on the Early Termination Date. If Tenant desires shall return the Premises to Landlord 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 Option, 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 shall give to Landlord irrevocable written notice of Tenant’s exercise exist under the Lease as of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing on which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment Notice is not a penalty and is fair and reasonable compensation to Landlord for the loss of expected rentals from Tenant. The Termination Payment shall be payable by wire transfer given or cashier’s check. Time is as of the essence with respect to the dates and deadlines set forth hereinEarly Termination Date. Notwithstanding the foregoing, if at any time during the period on or after the date of Upon Tenant’s delivering the Termination Notice, up to any and including the Termination Date, Tenant shall be in default all rights of this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel extend the Lease Term shall immediately be void and declare null and void Tenant’s exercise of the Termination Option, in which case this Lease shall continue in full no further force and effect for the full Term unaffected by Tenant’s exercise or effect. All obligations 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 either party to the preceding sentence, this other which accrue under the Lease and on or before the Term shall come to an end on the Early Termination Date with the same force and effect as if the Term were fixed to expire on shall survive such date, the Expiration Date shall be the Termination Date, and the terms and provisions of Section 18 shall applytermination.

Appears in 1 contract

Samples: Lease (Cyteir Therapeutics, Inc.)

Termination Option. Provided Tenant is Notwithstanding anything to the originally named Tenant, Tenant is neither in monetary default of this Lease 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 effectcontrary contained herein, Tenant shall have a one-time option to surrender the 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 Premises (“Termination Option”). The “Termination Date” shall mean ) in accordance with the last day of the 40th full calendar month after the Commencement Date. following terms and conditions: a. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice (“Termination Notice”) of Tenant’s exercise of the this Termination Option (“Termination Notice”)Option, together with the Termination Payment (as defined below). The which shall be delivered by certified mail which Termination Notice and the Termination Payment shall must be received by Landlord no later than the date that is 9 ten (10) full months prior to the Termination Date, failing which . TIME IS OF THE ESSENCE with respect to Landlord’s receipt of the Termination Option shall be deemed waived (provided Landlord reserves the right to waive Notice and all other deadlines in writing the requirement that this Article. b. If Tenant fully and/or timely pay gives the Termination Payment). The “Termination Payment” shall equal Notice and complies with all the sum of: (A) provisions in this Article, the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, Lease as it applies to the Premises in connection with only shall terminate at 11:59 p.m. on the last day of the month during which the day prior to the thirty-eighth (38th) month anniversary of the Commencement Date occurs (the “Termination Date”). c. In consideration for Tenant’s termination of this Lease. , Tenant acknowledges and agrees that shall pay Landlord $67,367.05 (“Termination Fee”) simultaneously with the Termination Payment is not a penalty Notice sent by Tenant to Landlord. d. Tenant’s obligations to pay Fixed Basic Rent, Additional Rent, and is fair any other costs or charges under this Lease, and reasonable compensation to Landlord perform all other Lease obligations for the loss period up to and including the Termination Date, shall survive the termination of expected rentals from Tenant. The Termination Payment shall be payable by wire transfer or cashier’s check. Time is of the essence with respect to the dates and deadlines set forth herein. this Lease. e. Notwithstanding the foregoing, if at any time during the period on or after the date of the on which Tenant shall exercise its Termination NoticeOption, up to and including the Termination Date, Tenant shall be in default of this Lease, 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 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 Tenant timely and properly exercises the Termination Option in accordance with this paragraph and Landlord has does not negated the effectiveness of cancel Tenant’s exercise of the Termination Option pursuant to after Tenant’s default, Tenant shall cure any default within the preceding sentence, period of time specified in this Lease and this obligation shall survive the Term 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, and, in accordance with the provisions of this Lease, and thereafter the Premises shall come 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 an end 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 shall apply and shall also be liable to Landlord 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 Date with the same force and effect as if said Termination Date were the Term were fixed to expire on such date, 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 be deemed null and void and neither Tenant nor any assignee or subTenant shall have the Termination Date, and right to exercise such option during the terms and provisions term of Section 18 shall applysuch assignment or sublease.

Appears in 1 contract

Samples: Lease Agreement (Rosetta Genomics Ltd.)

Termination Option. Provided that (a) Tenant is not in default hereunder at the originally named Tenant, Tenant is neither in monetary default time of this Lease exercise or on the Termination Date (as defined belowhereinafter defined), (b) nor this Lease is then in full force and effect and (c) Tenant has there previously been an Event not exercised any right to lease First Offer Space pursuant to a Tenant's Notice tendered on or after February 10, 1999 (unless Tenant has rescinded such exercise pursuant to Section 1.03 of Monetary DefaultAddendum 3 hereto), Tenant shall have the option to terminate this Lease (the "Termination Option"), effective as of the day immediately preceding the third (3rd) anniversary of the Commencement Date for Premises A (the "Termination Date"), by giving written notice to Landlord ("Tenant's Termination Notice") no later than one hundred twenty (120) days prior to the Termination Date, together with a sum equal to the quotient of (i) the product of (A) $11.38 multiplied by (B) the number of rentable square feet in the Rentable Area of the Premises, divided by (ii) 3 (the "Termination Payment") time being of the essence; provided, however, that if Tenant exercises its option to expand pursuant to Addendum 2 above or any right to lease First Offer Space pursuant to Addendum 3 above prior to February 10, 1999, then, notwithstanding the foregoing, Tenant must furnish Landlord with Tenant's Termination Notice no later then one hundred eighty (180) days prior to the Termination Date together with the Termination Payment, time being of the essence, in order to exercise the Termination Option. If the Termination Option is not timely exercised or the Termination Payment is not made to Landlord in a timely manner, the Termination Option shall, thereupon expire and Tenant shall thereafter have no further right to terminate this Lease. If Tenant shall elect to terminate this Lease by timely furnishing Landlord Tenant's Termination Notice and by making the Termination Payment in a timely manner, then on the Termination Date this Lease shall be deemed to have expired by lapse of time and Tenant shall return the Premises to Landlord on or before the Termination Date in accordance with the terms of this Lease. Tenant may only exercise the Termination Option, and an exercise thereof shall only be effective, if at the time of Tenant's exercise and on the Termination Date, this Lease lease is in full force and effecteffect and Tenant is not in default under this Lease, and (inasmuch as the Termination Option is intended only for the benefit of the original Tenant shall have named in this Lease) the right to terminate Premises are occupied by the original Tenant named herein and said Tenant has not assigned this Lease effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each or sublet all or any portion of the following terms and conditions (“Termination Option”)Premises. The “Termination Date” shall mean the last day Without limitation of the 40th full calendar month after the Commencement Date. If Tenant desires foregoing, no sublessee or assignee shall be entitled to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s and no exercise of the Termination Option (“Termination Notice”), together with by the Termination Payment (as defined below). The Termination Notice and the Termination Payment original Tenant named herein shall be received by Landlord no later than effective if said Tenant assigns this Lease or subleases all or any portion of the date that is 9 months Premises prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during in the period on or after the date of the Termination Notice, up to and including the Termination Date, event that (i) Tenant shall be in default of this Lease, 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 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 makes the Termination Option pursuant Payment in a timely manner and (ii) thereafter (but prior 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) Landlord and Tenant negotiate and enter into a lease for other space in the Building, Landlord agrees to reimburse the Termination Payment to Tenant. February 12, 1997 Xx. Xxxxxx Xxxxxxxxx The Xxxxxxxxx Group Suite 100 0000 Xxxx Xxxx Xxxxxx Xxxxxxxxxxx, XX 00000 Re: Sharing Arrangements Dear Xx. Xxxxxxxxx: As you know, Vital Images, Inc. ("Vital") has entered into a Lease Agreement with Acky-3100 Lake Limited Partnership (the "Landlord") of even date herewith (the "Vital Lease"). Pursuant to the Vital Lease, Vital will lease certain premises located on the first floor ("Premises A") of the building known as Lake Pointe Corporate Centre in Minneapolis (the "Building") and certain premises located on the terms second floor of the Building ("Premises B"). The Landlord has also granted to Vital the right to lease additional space on the first floor of the Building ("Premises C") upon not less than 120 days' prior notice to the Landlord. It is Vital's understanding that the Xxxxxxxxx Group ("Ackerberg") has entered into a lease of Premises C with the Landlord (the "Ackerberg Lease"). The purpose of this letter is to set forth the understandings of Vital and provisions Ackerberg with respect to the shared use of Section 18 shall apply.certain portions of Premises A and Premises C, the shared use and compensation of a receptionist, the shared use of the existing security system and Xxxxxxxxx'x telephone system, the potential early occupancy of portions of Premises B by Vital and certain other matters pertaining to Premises C. The understanding of the parties with respect to each of these matters is as follows:

Appears in 1 contract

Samples: Lease Agreement (Vital Images Inc)

Termination Option. Provided Landlord hereby grants to Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease 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 right a one-time option to terminate this Lease effective at 11:59 p.m. on with respect to the Termination Date, in accordance with and subject to each entire (but not less than the entire) Leased Premises upon the end of the following terms and conditions fifth (5th) year of the Lease Term (“Termination OptionDate). The “Termination Date” shall mean the last day ) with no less than nine (9) months prior written notice by Tenant of its exercise of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable foregoing termination option provided any such written notice of termination shall be subject to payment by Tenant by a certified or cashier’s check, with said written notice, of the amount of the costs of all unamortized Tenant improvements, commissions and actual documented third party costs incurred by Landlord as a result of the termination. Landlord shall use a 10% discount rate in calculating such fees. Within thirty (30) days of the Lease Commencement, Landlord shall provide Tenant with a written statement of the termination fees due with this Lease. Tenant’s exercise of the foregoing option to terminate this Lease is subject to the condition that Tenant is not in default under any of the terms, covenants or conditions of this Lease, with respect to a default for which notice has been given hereunder and is of a monetary nature or a default of a provision having a material effect upon the Leased Premises and which has not been remedied at the time that Tenant notifies Landlord of the exercise of this termination option or by the Termination Option (“Date of such option. Tenant shall deliver the Leased Premises to Landlord on or before the Termination Notice”), together Date in accordance with the terms and conditions of this Lease the same as if such Termination Payment (as defined below). The Termination Notice and Date were the Termination Payment shall be received by Landlord no later than original expiration date of the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with Term of this Lease. Tenant acknowledges shall continue to pay Base Rent and agrees that Additional Rent and keep, perform and observe all of the Termination Payment is not a penalty terms, covenants and is fair conditions on Tenant’s part to be kept, performed and reasonable compensation to Landlord observed as provided herein 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after between the date written notice of the Termination Notice, up an election to terminate is given and including the Termination Date, Tenant shall be in default of this Lease, 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 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 1 contract

Samples: Lease of Office Space (Insys Therapeutics, Inc.)

Termination Option. Provided Tenant is Notwithstanding anything contained herein to the originally named Tenantcontrary, Tenant is neither in monetary default if at the time of this Lease on the giving of the Termination Date Notice (as defined below) nor has there previously been an Event of Monetary Default, and this Lease is in full force and effectare no uncured defaults by Tenant under the Lease, Tenant shall have an option to terminate the right Lease in its entirety (the "Termination Option"), effective on the last day of Year 4 (the "Early Termination Date") by delivering its written notice of the exercise of its option to terminate this Lease effective at 11:59 p.m. (the "Termination Notice") to Landlord on the Termination Date, in accordance with and subject to each of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean or before the last day of Year 3, and by timely paying the 40th full calendar month after Termination Fee, as set forth below. The terms "Year 4" and "Year 3" are defined on the Commencement DateRent Schedule set forth at Page 1, Insert 2 of the Rider to this Lease. If Tenant desires to exercise delivers its Termination Notice in accordance with the terms and conditions of this Paragraph 30 and timely pays the Termination OptionFee, then as of the Early Termination Date, this Lease shall terminate and Tenant shall be and remain liable for the payment to Landlord of all rent and other sums due or accrued and for the performance and keeping of all the covenants, agreements and obligations under the Lease to be performed, paid and kept by Tenant prior to the Early Termination Date. In the event the Tenant fails to completely vacate the Premises and surrender possession thereof to Landlord in accordance with the terms and conditions of this 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 therefor pursuant to the Lease. If Tenant exercises its option to terminate this Lease, Tenant shall give simultaneously with the delivery to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up deliver to and including Landlord a Termination Fee, payable in immediately available funds, in an amount equal to $2,138,456.57. If Tenant fails to pay the Termination DateFee simultaneously with the delivery of the Termination Notice, Tenant shall be in default of this Lease, then Landlord may elect, but is not obligatedupon notice given to Tenant, by written notice to Tenant to cancel and declare the Termination Notice null and void Tenant’s exercise of void, and the Termination 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 applyTenant had not exercised this termination right.

Appears in 1 contract

Samples: Lease (Metavante Corp)

Termination Option. Provided Tenant is Notwithstanding anything to the originally named Tenant, Tenant is neither contrary in monetary default of this Lease 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 effectLease, Tenant shall have the right to terminate this Lease effective at 11:59 p.m. on the Termination DateLease, in accordance with and subject to each of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence but only with respect to the dates Tenth Additional Vivarium Premises (and deadlines no less than all of the Tenth Additional Vivarium Premises), by providing written notice (the “Tenth Additional Vivarium Termination Notice”) to Landlord at least sixty (60) days prior to Tenant’s desired termination date (the “Tenth Additional Vivarium Termination Date”), which Tenth Additional Vivarium Termination Date shall be set forth hereinin the Tenth Additional Vivarium Termination Notice. Notwithstanding Subject to (a) Landlord’s timely receipt of the foregoingTenth Additional Vivarium Termination Notice and (b) Tenant surrendering the Tenth Additional Vivarium Premises in the condition required under the Lease (including, if at any time during 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 Tenth Additional Vivarium Premises only shall terminate and be of no further force or effect, and Landlord and Tenant shall 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 on or after the date of the Termination Notice, up to and including the Tenth Additional Vivarium Termination Date, Tenant shall be in default of this Lease, then Landlord may elect, but is not obligated, by written notice . The termination right granted to Tenant pursuant to cancel this Section shall automatically terminate and declare null and void be of no further force or 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 exercise right to possession of the Termination OptionTenth Additional Vivarium Premises has previously been terminated. The termination right granted to Tenant pursuant to this Section is personal to Omeros Corporation, in which case this Lease shall continue in full force a Washington corporation (“Omeros”) and effect for the full Term unaffected any Permitted Transferees of Omeros, and may not be exercised 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 any other assignee, sublessee or transferee of Tenant’s exercise of or a Permitted Transferee’s interest in 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 applyLease.

Appears in 1 contract

Samples: Lease (Omeros Corp)

Termination Option. Provided Tenant is Notwithstanding anything to the originally named Tenantcontrary contained herein, Tenant is neither in monetary default of this Lease 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 Lessee shall have a one-time option to surrender the right to terminate this Lease effective at 11:59 p.m. on the Premises ("Termination Date, Option") in accordance with and subject to each of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. conditions: a. If Tenant Lessee desires to exercise the Termination Option, Tenant Lessee shall give to Landlord Lessor irrevocable written notice ("Termination Notice") of Tenant’s Lessee's exercise of the this Termination Option (“Termination Notice”)Option, together with the Termination Payment (as defined below). The which shall be delivered by certified mail or nationally recognized overnight courier which Termination Notice and the Termination Payment shall must be received by Landlord Lessor no later than the date that is 9 twelve (12) full months prior to the Termination Date, failing which . TIME IS OF THE ESSENCE with respect to Lessor's receipt of the Termination Option shall be deemed waived (provided Landlord reserves the right to waive Notice and all other deadlines in writing the requirement that Tenant fully and/or timely pay this Article. b. If Lessee gives the Termination Payment). The “Termination Payment” shall equal Notice and complies with all the sum of: (A) provisions in this Article, the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, Lease as it applies to the Premises in connection with only shall terminate at 11:59 p.m. on the last day of the month during which the third (3rd) anniversary of the Additional Premises Commencement Date occurs (the "Termination Date"). c. In consideration for Lessee's termination of this Lease. Tenant acknowledges and agrees that , Lessee shall pay Lessor $56,689.48 ("Termination Fee") simultaneously with the Termination Payment is not a penalty Notice sent by Lessee to Lessor. d. Lessee's obligations to pay Fixed Basic Rent, Additional Rent, and is fair any other costs or charges under this Lease, and reasonable compensation to Landlord perform all other Lease obligations for the loss period up to and including the Termination Date, shall survive the termination of expected rentals from Tenant. The Termination Payment shall be payable by wire transfer or cashier’s check. Time is of the essence with respect to the dates and deadlines set forth herein. this Lease. e. Notwithstanding the foregoing, if at any time during the period on or after the date of the on which Lessee shall exercise its Termination NoticeOption, up to and including the Termination Date, Tenant Lessee shall be in default of this LeaseLease past any applicable cure periods, then Landlord Lessor may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void Tenant’s Lessee's exercise of the Termination Option, in which case Option and this Lease shall continue in full force and effect for the full Term hereof unaffected by Tenant’s Lessee's exercise of the Termination Option. If Tenant timely and properly exercises the Termination Option in accordance with this paragraph and Landlord has Lessor does not negated the effectiveness of Tenant’s cancel Lessee's exercise of the Termination Option pursuant to after Lessee's default, Lessee shall cure any default within the preceding sentence, period of time specified in this Lease and this obligation shall survive the Term 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 reasonable wear and tear excepted, and, in accordance with the provisions of this Lease, and thereafter the Premises shall come 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 an end 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 Term were fixed to expire on such date, 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 be deemed null and void and neither Lessee nor any assignee or sublessee shall have the Termination Date, and right to exercise such option during the terms and provisions term of Section 18 shall applysuch assignment or sublease.

Appears in 1 contract

Samples: Lease Agreement (Synova Healthcare Group Inc)

Termination Option. Provided Tenant is Notwithstanding anything to the originally named Tenant, Tenant is neither in monetary default of this Lease 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 effectcontrary contained herein, Tenant shall have a one-time option to surrender the 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 Premises (“Termination Option”). The “Termination Date” shall mean ) in accordance with the last day of the 40th full calendar month after the Commencement Date. following terms and conditions: .A If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice (“Termination Notice”) of Tenant’s exercise of the this Termination Option (“Termination Notice”)Option, together with the Termination Payment (as defined below). The which shall be delivered by certified mail which Termination Notice and the Termination Payment shall must be received by Landlord no later than the date that is 9 twelve (12) full months prior to the Termination Date, failing which . TIME IS OF THE ESSENCE with respect to Landlord’s receipt of the Termination Option shall be deemed waived (provided Landlord reserves the right to waive Notice and all other deadlines in writing the requirement that this Article. .B If Tenant fully and/or timely pay gives the Termination Payment). The “Termination Payment” shall equal Notice and complies with all the sum of: (A) provisions in this Article, the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, Lease as it applies to the Premises in connection with only shall terminate at 11:59 p.m. on the last day of the month during which the day prior to the three (3) year and four (4) months anniversary of the Commencement Date occurs (the “Termination Date”). .C In consideration for Tenant’s termination of this Lease. , Tenant acknowledges and agrees that shall pay Landlord $322,115.00 (“Termination Fee”) simultaneously with the Termination Payment is not a penalty Notice sent by Tenant to Landlord. .D Tenant’s obligations to pay Fixed Basic Rent, Additional Rent, and is fair any other costs or charges under this Lease, and reasonable compensation to Landlord perform all other Lease obligations for the loss period up to and including the Termination Date, shall survive the termination of expected rentals from Tenant. The Termination Payment shall be payable by wire transfer or cashier’s check. Time is of the essence with respect to the dates and deadlines set forth herein. this Lease. .E Notwithstanding the foregoing, if at any time during the period on or after the date of the on which Tenant shall exercise its Termination NoticeOption, up to and including the Termination Date, Tenant shall be in default of this Lease, 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 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 Tenant timely and properly exercises the Termination Option in accordance with this paragraph and Landlord has does not negated the effectiveness of cancel Tenant’s exercise of the Termination Option pursuant to after Tenant’s default, Tenant shall cure any default within the preceding sentence, period of time specified in this Lease and this obligation shall survive the Term 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, and, in accordance with the provisions of this Lease, and thereafter the Premises shall come 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 an end 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 shall apply and shall also be liable to Landlord 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 Date with the same force and effect as if said Termination Date were the Term were fixed to expire on such date, 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 be deemed null and void and neither Tenant nor any assignee or subTenant shall have the Termination Dateright to exercise such option during the term of such assignment or sublease. 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 each party hereby waives the terms right to assert any such defense or make any claim of invalidity or unenforceability due to any of the foregoing. THE PARTIES to this Lease have executed and provisions delivered this Lease as of Section 18 the date set forth above. LANDLORD: 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 Percentage of the increased cost to Landlord, for each of the categories enumerated in this Exhibit, over the “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 duration of periods less than a Lease Year), then Tenant will pay to Landlord, as Additional Rent, 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 this 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 applybe included. Notwithstanding anything contained herein to the contrary, any additional costs incurred by Landlord during the Calendar Year by reason of Landlord or any 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 costs and expenses incurred by Landlord in connection with complying with any “homeland security” requirements and such costs and expenses will not be included in Operating Costs.

Appears in 1 contract

Samples: Lease Agreement (Intelligroup Inc)

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease on the Termination Date Provided: (as defined belowi) nor has there previously been an no Event of Monetary Default, and Default exists; (ii) this Lease is in full force and effect; and (iii) Tenant is the originally named Tenant or a Permitted Transferee, Tenant shall have has the 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 (“Termination Option”). The “Termination Date” shall mean means the last day of the 40th 60th or 84th full calendar month after the Commencement Fixed Rent Start Date, as elected by Tenant in its Termination Notice. If Tenant desires to exercise the Termination Option, Tenant shall must give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall must be received by Landlord no later than the date that is 9 24 months prior to the applicable Termination Date (“Termination Notice/Payment Due Date”), failing which the Termination Option shall be 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 Payment” shall equal means the sum of: (A) of the unamortized (amortized on a straight-line basis with interest at 107%): ) amount as of the Termination Date of the following in connection with this Lease and any amendment to this Lease: (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this LeaseLandlord; and (ii) rent concessions; any and (iii) total cost incurred by Landlord for improvementsall allowances to Tenant, including without limitation the Leasehold Improvements, Improvement Allowance (as defined in Exhibit C). Tenant’s payment of the Termination Payment is a condition precedent to the Premises in connection with termination of this LeaseLease on the Termination Date, and such obligation survives the Expiration Date. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord for the loss of expected rentals from Tenant. The Termination Payment shall be is payable only by wire transfer or cashier’s check. Time is of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after As of the date of Tenant delivers the Termination Notice, up to any and including the Termination Date, Tenant shall be in default all unexercised rights or options of this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel extend the Term or expand the Premises (whether expansion options, rights of first refusal, rights of first offer, or otherwise), and declare 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 Tenant’s exercise and of the Termination Option, in which case this Lease shall continue in full no force and effect for the full Term unaffected by Tenant’s exercise of the Termination Optionor 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 exercise of the Termination Option pursuant to the preceding sentenceparagraph, 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. Upon Tenant’s request after the Commencement Date, Landlord shall notify Tenant of its calculation of the Termination Payment. If Tenant requests in writing Landlord’s calculation of the Termination Payment at least 30 days prior to the applicable Termination Notice/Payment Due Date, and Landlord fails to provide the calculation of the Termination Payment on or prior to the date which is five (5) business days prior to applicable Termination Notice/Payment Due Date, then Tenant shall have until the date that is five (5) business days after Landlord provides the calculation of the Termination Payment to deliver the Termination Notice and Termination Payment to Landlord.

Appears in 1 contract

Samples: Lease (Pennsylvania Real Estate Investment Trust)

Termination Option. Provided By written notice ("Tenant's Termination Notice") given by Tenant is to Landlord at any time prior to the originally named Tenant270th day prior to the third (3rd) anniversary of the Warehouse Premises Commencement Date, Tenant is neither in monetary default of this Lease on the Termination Date (as defined below) nor has there previously been an Event of Monetary Default, may elect to cancel and this Lease is in full force and effect, Tenant shall have the right to terminate this Lease effective at 11:59 p.m. on the day immediately preceding the third (3rd) anniversary of the Warehouse Premises Commencement Date (the "Early Termination Date") but not before or after said date; provided, however, that as a condition precedent to such cancellation and termination, Tenant must deliver to Landlord together with Tenant's Termination Notice good funds in an amount equal to the sum of (i) $238,134.00 plus (ii) an amount equal to twelve (12) months annual fixed rent respecting space in 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 past due amounts thereof) through the Early Termination Date, (it being acknowledged and agreed that Tenant's Termination Payment is in accordance with addition to such amounts and subject to each no credit shall be given towards the payment of such amount on account of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice payment of Tenant’s exercise of the 's Termination Option (“Termination Notice”Payment), together with the Termination Payment (ii) there shall be no "Event of Default" (as defined below). The in Section 15.1) on either the date Tenant gives Tenant's Termination Notice and or on the Early Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; Date and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to Tenant shall quit and vacate the Premises as of the Early Termination Date and surrender the same in connection with the condition required by the applicable provisions of this Lease. Tenant acknowledges In the event that Tenant's share of such operating costs, taxes and agrees that electricity, and such other Additional Rent and other amounts due through the Early Termination Payment Date is not a penalty and is fair and reasonable 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 finally determined as of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date giving of the Tenant's Termination Notice, up to and including the Termination Date, Tenant shall be make payment on account as reasonably estimated by Landlord if so requested by Landlord and in default any event Tenant shall make final payment of amounts due through the Early Termination Date within thirty (30) days after final billing therefor by Landlord. In the event of overpayment by Tenant, Landlord shall refund such overpayment to Tenant within a reasonable 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 termination of this Lease, 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 this Lease shall continue in full force and effect for the full Term unaffected by Tenant’s exercise of the Termination Optionhereunder. If Tenant timely and properly exercises the shall not give to Landlord an Early Termination Option Notice as provided in accordance with this paragraph and Landlord has not negated the effectiveness of Tenant’s exercise Section 3.1.1 (time being 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 dateessence), the Expiration Date provisions of this Section 3.1.1 shall be the Termination Date, deemed null and the terms and provisions of Section 18 shall applyvoid.

Appears in 1 contract

Samples: Lease Agreement (Streamline Inc)

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease on the Termination Date (as defined belowa) nor has there previously been an Event of Monetary Default, and this Lease is in full force and effect, Tenant shall have the a conditional one-time right to terminate this Lease effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each as of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after sixth Lease Year (“Early Termination Date”), which right shall be subject to, and must be exercised in accordance with, the Commencement Dateterms and conditions of this Section 9.18. If 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 desires to exercise the Termination Option, Tenant shall give to notifies Landlord irrevocable written notice in writing of Tenant’s election to exercise of the Termination Option such Right (“Termination Notice”) at least twelve (12) months prior to the Early Termination Date; (ii) at the time of Tenant’s Termination Notice, there is no default, beyond the applicable notice and cure period (if any), together with by Tenant hereunder; and (iii) Tenant’s Termination Notice is accompanied by payment to Landlord, as Additional Rent hereunder, of the Termination Payment Fee (as defined below). . (b) The Termination Notice and the Termination Payment Fee shall be received by Landlord no later than the date that is 9 months prior equal to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (Ai) $839,790.00; and (ii) the unamortized Landlord’s Costs (amortized on a straight-line basis with interest at 10%): defined below). For the purposes hereof, Landlord’s Costs shall mean: (iA) brokerage commissions and attorneys’ fees paid incurred by Landlord in connection with this Lease or any future amendment to this Lease; (ii) rent concessions; , and (iiiB) total cost the Tenant Allowance (hereinafter defined) and any other or future improvement allowance or improvement costs paid or incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth hereinPremises or any additional spaced leased by Tenant pursuant to the Lease or any amendment hereto. Notwithstanding For the foregoingpurpose of determining the unamortized portion of the Landlord’s Costs, if all such Landlord’s Costs, along with interest thereon at any time during ten percent (10%) per annum, will be amortized on a straight line basis over the period beginning on or after the commencement date of Tenant’s 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 1.24). (c) If Tenant properly exercises the Termination NoticeRight and the conditions applicable thereto have been met, up to and including this Lease shall be deemed terminated on the Early Termination Date, Tenant shall be return possession of the Premises to Landlord in default broom clean condition and as otherwise required by the terms of this Lease, then Landlord may electand the parties respective rights and obligations hereunder shall terminate, but is not obligatedexcept for those obligations which accrue prior to such Early Termination Date and those rights and obligations which expressly, or by written notice to Tenant to cancel and declare null and void Tenant’s exercise their nature, survive the termination of the Termination 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(including all indemnification obligations hereunder).

Appears in 1 contract

Samples: Deed of Lease (Vocus, Inc.)

Termination Option. Section 37.1 (a) Provided Tenant is that at the originally named Tenant, Tenant is neither in time of such exercise (1) there exists no monetary default of this Lease on the Termination Date (as defined below) nor has there previously been an or material non-monetary Event of Monetary Default, Default that has occurred and is then continuing and (2) this Lease is in full force and effect, then Tenant shall have the right option (the “Termination Option”) to terminate this Lease, effective as of the fifteenth (15th) anniversary of the Rent Commencement Date (the “Termination Date”); provided, however, that such termination shall only be effective upon compliance with the following terms and conditions: (i) Tenant shall deliver written notice (the “Termination Notice”) to Landlord of its election 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 (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 eighteen (18) months prior to the Termination Date, failing which the . The Termination Option Notice shall be deemed waived (provided Landlord reserves irrevocable upon delivery and time shall be of the essence in connection with the exercise by Tenant of its right to waive in writing terminate this Lease pursuant to this Article 37; and (ii) Tenant shall pay to Landlord, as consideration for the requirement that Tenant fully and/or timely pay privilege of termination, an amount (the Termination Payment). The “Termination Payment” shall ”) equal to the sum of: of (Ax) the then unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid costs incurred by Landlord in connection with this Lease; Lease (iiincluding, without limitation, all leasing commissions, the value of any free rent, attorneys’ fees and disbursements and Landlord’s Contribution), in each case amortized on a straight line basis over the initial Term, or in the case of any Expansion Space or Offered Space, over the Term of this Lease relating to such Expansion Space or Offered Space (including the cancelable portion of the Term) rent concessions; commencing on the Rent Commencement Date, together with interest thereon at eight percent (8%) and (iiiy) total cost incurred by Landlord for improvements, including the Leasehold Improvements, an amount equal to the Premises in connection with this Lease. Tenant acknowledges and agrees that then Fixed Rent hereunder for the eight (8) months immediately following the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord for the loss of expected rentals from TenantDate. The Termination Payment shall be due and payable by wire transfer or cashier’s check. Time is of simultaneously with the essence with respect delivery to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date Landlord of the Termination Notice, up . At least ninety (90) days prior to and including the date on which Tenant delivers the Termination DateNotice 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 Payment. Landlord shall be in default of this Lease, then Landlord may elect, but is not obligated, by deliver a written notice to Tenant to cancel and declare null and void Tenant’s exercise specifying the amount of the Termination Option, in which case this Lease shall continue in full force and effect for the full Term unaffected by TenantPayment within thirty (30) days of Landlord’s exercise receipt 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 applyPayment Amount Notice.

Appears in 1 contract

Samples: Lease Agreement (MSCI Inc.)

Termination Option. Provided (a) Tenant shall have the one-time option to terminate this Lease with respect to the entire Premises (the “Termination Option”), which termination shall be effective on February 1, 2019 (the “Termination Date”), by providing Landlord with written notice thereof (the “Termination Option Notice”) on or prior to the date which is twelve (12) months prior to the originally named TenantTermination 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 is neither in monetary default of this Lease on shall deliver to Landlord the Termination Date Fee (as defined below) nor has there previously been 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 Event amortization table with an interest rate of Monetary Default, and 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 full force and effectthe Rockville/Gaithersburg, Maryland submarket (the “Expansion Lease”), then Tenant shall have the right option to terminate this Lease effective at 11:59 p.m. on with respect to the Termination Date, in accordance with and subject to each of the following terms and conditions entire Premises (an Expansion Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise ) in connection with which (i) the Termination OptionDate shall be the term commencement date under the Expansion Lease, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise of (ii) the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall must be received by delivered to Landlord no later than on or prior to the date that which is 9 six months (6) months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord for the loss of expected rentals from Tenant. The Termination Payment Fee shall be payable by wire transfer or cashier’s checkZero Dollars. Time is of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination DateFor clarity, Tenant shall be not have an Expansion Termination Option in default 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 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 or Expansion Termination Option, in which case this Lease as applicable, shall continue in full automatically terminate and be of no further force and effect for the full Term unaffected by Tenant’s exercise of the Termination Optionor effect. If Tenant timely and properly exercises delivers to Landlord the Termination Option Notice and 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 paragraph Lease and if Tenant does not so surrender the Premises, then Tenant, pursuant to Article 23 of the Lease, shall become a tenant at sufferance until the actual date that Tenant surrenders the Premises to Landlord in accordance with the terms and conditions of this Lease. If Tenant timely delivers to Landlord the Termination Option Notice and the Termination Fee, then this Lease shall terminate on the Termination Date and shall thereafter be of no further force or effect, except for those provisions that, by their express terms, survive the expiration or earlier termination thereof. Notwithstanding anything in this Section to the contrary, Tenant shall not be permitted to exercise the Termination Option or Expansion Termination Option, as applicable, during any period of time during which Tenant is in default under the Lease (so long as Tenant has not negated the effectiveness received prior written notice of Tenant’s such default). Any attempted exercise of the Termination Option pursuant 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 the preceding sentenceNovavax, Inc., and may not be exercised by any assignee, sublessee or transferee of this Lease and the Term shall come to an end on Lease, unless Landlord expressly agrees that the Termination Date with the same force and effect Option or Expansion Termination Option, as if the Term were fixed applicable, may be transferred to expire on any such dateassignee, the Expiration Date shall be the Termination Datesublessee or transferee, and the terms and provisions of Section 18 shall applywhich agreement Landlord may grant or withhold in its sole discretion.

Appears in 1 contract

Samples: Lease (Novavax Inc)

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease on the Termination Date (as defined below) nor has there previously been an no Event of Monetary Default, and this Lease is in full force and effectDefault then exists, Tenant shall have the right a one (1) time option 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 (“Termination Option”). The “Termination Date” shall mean , effective on the last day of the 40th full calendar month after fifth (5th) Lease Year (the Commencement “Early Termination Date”). If Tenant desires to shall exercise the Termination Option, Tenant shall give Option by (i) delivering to Landlord irrevocable written notice of Tenant’s exercise of (the Termination Option (“Termination Notice”)) of such election to terminate the Lease at least twelve (12) months prior to the Early Termination Date, together with and (ii) paying to Landlord the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 hereinafter defined) at least twelve (12) months prior to the Early Termination Date, failing which . If Tenant properly delivers the Termination Option Notice and makes the Termination Payment in a timely manner, then the Lease shall be deemed waived (provided to have expired by lapse of time on the Early Termination Date. Tenant shall return the Premises to Landlord reserves on the right to waive Early Termination Date in writing accordance with the requirement that Tenant fully and/or timely pay terms of the Lease, including, but not limited to, Section 4.3. Upon Tenant’s delivery of the Termination Payment)Notice, any and all rights of Tenant to extend the Term or lease additional space in University Park shall immediately be void and of no further force or effect. The “As used herein, "Termination Payment" shall equal the sum of: (A) mean the unamortized balance of the Leasing Costs (amortized hereinafter defined) as calculated on a straight-line basis with interest at 10%): basis. The term "Leasing Costs" shall mean the sum of (i) the total brokerage commissions and attorneys’ fees paid commission payable by Landlord in connection with this Lease; Amendment ($1,053,790.50), and (ii) rent concessions; and (iii) total cost incurred any Leasehold Improvement Allowance paid by Landlord for improvements, including the Leasehold Improvements, pursuant to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord for the loss of expected rentals from TenantAmendment. The Termination Payment amount shall be payable by wire transfer or cashier’s check. Time is equal two-sevenths of the essence with respect 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 dates and deadlines set forth herein. Notwithstanding Tenant the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, 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 this Lease shall continue in full force and effect for the full Term unaffected by Tenant’s exercise of the Termination Optionentire Leasehold Improvement Allowance. If Tenant timely and properly exercises the Termination Option in accordance with this paragraph and Landlord has not negated is properly exercised by 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 Lease shall be the Termination Dateterminated effective as of July 31, and the terms and provisions of Section 18 shall apply2017.

Appears in 1 contract

Samples: Lease (Ariad Pharmaceuticals Inc)

Termination Option. Provided Tenant is Notwithstanding anything to the originally named Tenant, Tenant is neither contrary contained in monetary default of this Lease 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 effectLease, Tenant shall have the right to terminate this Lease effective at 11:59 p.m. on one-time option (the Termination Date, in accordance with and subject to each of the following terms and conditions (“Termination Option”). The ) to terminate this Lease, effective as of April 30, 2025 (the “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option”), Tenant shall give to by providing Landlord irrevocable with written notice of Tenant’s exercise of the such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord not later than May 1, together with 2024 (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Payment (as defined below)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. The III at any time after the Termination Notice and Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. III, in addition to Tenant’s delivery of its Termination Payment shall be received by Notice, Tenant must have delivered to Landlord no later than the Termination Date, an amount as a termination fee equal to the sum of (i) six (6) months of the then current Basic Rent and Additional Rent, plus (ii) all unamortized Transaction Costs, as hereinafter defined, all amortized using an interest rate of eight percent [8%] per annum over the applicable time period as further described below. The general definition of “Transaction Costs” means 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, but does not include attorneys’ fees. For purposes of this Lease and the initial Leased Premises, Transaction Costs will include the Allowance, the Abatement (i.e., not including the Beneficial Occupancy Period), the Refurbishment Allowance (if Tenant has received or utilized same) and leasing commissions incurred in connection with the Leased Premises, which shall be amortized over the 180-months in the Term following the Abatement Period. With respect to any future expansion space (including, without limitation, Option Space 1, Option Space 2, and Option Space 3), the Transaction Costs, as are applicable to the specific expansion space, 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 9 months prior 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, failing which including, without limitation, Additional Rent that accrues pursuant to the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with terms of this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including with all of such obligations surviving the Leasehold Improvements, to the Premises in connection with early termination of this Lease. Tenant’s rights under this Special Stipulation No. 5 shall be effective only if Tenant acknowledges and agrees that is not in an Event of Default hereunder in excess of the Default Threshold at the time of the delivery of the Termination Payment is not a penalty Notice. If Tenant elects to duly and is fair timely exercise this Termination Option, Tenant’s First Refusal Right in Special Stipulation No. I.4. above shall thenceforth be void and reasonable 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 no further force and effect as of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, 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 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 1 contract

Samples: Lease Agreement (Carters Inc)

Termination Option. Provided Tenant is shall have the originally named Tenant, Tenant is neither in monetary default of option to terminate this Lease with respect to all or part of the Premises effective on November 30, 2016 (the “Termination Date”), provided (a) Tenant gives written notice thereof to Landlord no later than November 30, 2015, and (b) no uncured event of default exists under the Lease at the time of the giving of such notice nor on the Termination Date (following the expiration of any applicable notice and cure period provided in the Lease). However, if Tenant elects to terminate the Lease, as defined below) nor has there previously been an Event modified hereby, with respect to only a portion of Monetary Default, and this Lease is the Premises located on the 12th floor of 000 Xxxxxxxx Xxxxx or any other floor which Tenant leases in full force and effectits entirety, Tenant shall have be responsible for the costs of converting such floor to a multi-tenant floor, including constructing a multi-tenant corridor, in compliance with applicable Laws. Additionally, Tenant’s right to terminate hereunder is conditioned upon the continued payment by Tenant of all Basic Rental, Additional Rental, parking charges, charges for electrical service and any other charges due by Tenant under the Lease (collectively referred to herein as “Rent”) through and including the Termination Date in accordance with the terms of the Lease, and payment in full by Tenant, such payment to be delivered to Landlord on or before the Termination Date, of a cash sum equal to $1,064,739.83, which amount constitutes (i) the unamortized cost (using an amortization rate of 8%) of all tenant improvement allowances and leasing commissions incurred by Landlord in connection with the Lease, as modified by this Eleventh Modification, and (ii) three (3) times the Basic Rental payable for the month of November, 2016 (collectively, the “Termination Payment”). If Tenant exercises its option to terminate this Lease effective at 11:59 p.m. on the Termination Date, in accordance with and subject respect to each only a portion of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination OptionPremises, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received reduced proportionately by Landlord no later than multiplying $1,064,739.83 by a fraction, the date that numerator of which is 9 months prior the number of rentable square feet of space with respect to the Termination Date, failing which the Termination Option shall be deemed waived (provided Landlord reserves Lease is being terminated, and the right to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment)denominator of which is 25,555 rentable square feet. The “Termination Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that After Landlord’s receipt of the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to all Rent through and including the Termination Date, and so long as Tenant shall be in default of this Lease, then Landlord may elect, but has surrendered the Premises (or the portion thereof with respect to which the Lease is not obligated, by written notice to Tenant to cancel and declare null and void Tenant’s exercise of the Termination Optionterminated, in the case of a partial termination) in the condition required under the Lease as modified by this Eleventh Modification, neither party shall have any rights, liabilities or obligations under the Lease with respect to the Premises (or the portion thereof with respect to which the Lease is terminated, in the case this Lease shall continue in full force and effect of a partial termination) 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 period accruing after the Termination Date, and except those which, by the terms and provisions of Section 18 shall applythe Lease, expressly survive the termination of the Lease.

Appears in 1 contract

Samples: Office Lease (Westwood Holdings Group Inc)

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease on the Termination Date (as defined below) nor has there previously been an Event of Monetary Defaultor its parent, and this Lease is in full force and effectsubsidiary, Tenant or affiliate, shall have the right to terminate this Lease effective at 11:59 p.m. as of any date on or after the Termination fifth (5th) anniversary of the Commencement Date, in accordance with and subject to each of the following terms and conditions conditions: (“Termination Option”). The “Termination Date” a) In order for Tenant to exercise such termination right there shall mean the last day not be an Event of Default by Tenant under any of the 40th full calendar month after terms or provisions of this Lease at the Commencement Date. If time such notice is given or upon the effective date of termination. (b) In order for Tenant desires to exercise the Termination Optionsuch termination right, Tenant shall give to Landlord irrevocable must provide written notice of Tenant’s such exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by to Landlord no later than the date that is 9 nine (9) months prior to the Termination Dateeffective date of termination. (c) One (1) month prior to the effective date of termination of this Lease pursuant to this Special Stipulation Paragraph 4, failing which the Termination Option Tenant shall be deemed waived (provided pay to Landlord reserves the right an amount equal to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). The “Termination Payment” shall equal the sum of: (A) of the unamortized portion of the Allowance, all other concessions, fees and allowances (amortized on a straight-line basis with interest at 10%): (iincluding, without limitation, the Additional Allowance and the Design Allowance) brokerage and any leasing commissions and attorneys’ fees paid by Landlord in connection with respect to this Lease; , calculated using an eight (ii8) year amortization schedule. (d) rent concessions; Tenant acknowledges that Landlord would not agree to grant Tenant this termination right unless Tenant agrees to pay Landlord the applicable amount set forth in paragraph (c) above and (iii) total cost that such amount represents freely bargained for consideration for such termination. Landlord and Tenant acknowledge and agree that the payment of such applicable amount is intended to compensate Landlord for lost rentals, the unamortized balance of free rent, tenant improvements, leasing commissions, any other concessions granted to Tenant and other losses incurred by Landlord for improvementson account of any such termination. In no event, including however, shall Landlord be obligated to prove the Leasehold Improvementsactual amount of such lost rentals, unamortized balance or other losses. (e) On or prior to the effective date of termination, Tenant shall surrender possession of the Premises to Landlord in connection accordance with the provisions of this Lease. Upon termination, Landlord and Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord for the loss will be relieved of expected rentals from Tenant. The Termination Payment shall be payable by wire transfer or cashier’s check. Time is of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of their obligations under this Lease, 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 this Lease shall continue in full force and effect except 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 those accruing prior 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 effective date of such date, the Expiration Date shall be the Termination Date, and the terms and provisions of Section 18 shall applytermination.

Appears in 1 contract

Samples: Lease Agreement (First Horizon Pharmaceutical Corp)

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease on the Termination Date (as defined belowa) nor has there previously been an Event of Monetary Default, and this Lease is in full force and effect, Tenant shall have the right to terminate this the Lease for the Premises prior to the scheduled Expiration Date (“Termination Option”), such termination to be effective at 11:59 p.m. on as of the last day of the tenth (10th) Lease Year (“Early Termination Date, in accordance with and subject to each ”) provided that Tenant satisfies all of the following terms and conditions : (i) Landlord receives notice of termination (“Termination OptionNotice). The “Termination Date” ) from Tenant (which notice shall mean be irrevocable on Tenant’s part, but Tenant’s rights shall be subject to the provisions of this Section 10) no later than the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise ninth (9th) Lease Year; and (ii) Together with the Termination Option, Notice there shall be a payment by Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise that portion of the Termination Option (“Termination Notice”), together with the Termination Payment Amount (as defined below)) consisting of four (4) months’ Base Rent, Taxes and Operating Expenses for the entire Premises, including any Expansion Space and Refusal Space. The balance of the Termination Amount shall be paid sixty (60) days prior to the Early Termination Date. The Termination Notice and the Termination Payment Amount shall be received $57.07 per rentable square foot of the Initial Premises, $45.93 per rentable square foot of Expansion Space (if any) leased by Landlord no later Tenant pursuant to Option No. 1A and $45.67 per rentable square foot of Expansion Space (if any) leased by Tenant pursuant to Option No. 4, as set forth in Section 7 of this Rider, plus, with respect to any Expansion Space and Refusal Space other than the date that is 9 months prior Expansion Space leased by Tenant pursuant to the Termination DateOptions No. 1 A or 4, failing which the Termination Option shall be deemed waived (provided Landlord reserves the right an amount equal to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). The “Termination Payment” shall equal the sum of: (A) the Landlord’s actual unamortized (amortized on a straight-line basis costs with interest at 10%): (i) respect to such space, including, without limitation, brokerage commissions commissions, legal fees, rent abatements, tenant improvement allowances and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost other financial concessions or commissions, if any incurred by Landlord (such costs being amortized over the term of the Lease of such additional space taking into account an interest component at the rate of ten percent (10%) per annum compounded monthly), and revenue shortfall plus an amount equal to Base Rent, Taxes and Operating Expenses for improvements, including the Leasehold Improvements, to the Premises in connection with this Leasefour (4) months for such space. Tenant acknowledges It is understood and agrees agreed that the Termination Payment Amount is being paid as and for a termination fee resulting from the early termination of this Lease and not as a penalty penalty. (b) Tenant shall remain obligated and is fair liable for all Rent and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, all other obligations accrued under this Lease up to and including the Early Termination Date (including without limitation requirements as to the condition of the Premises upon surrender of possession) even if xxxxxxxx occur subsequent to the Early Termination Date, Tenant shall be in default . (c) See Section 12 of this Lease, 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 this Lease shall continue in full force and effect Rider 12 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 applyadditional provisions.

Appears in 1 contract

Samples: Lease (FSP 303 East Wacker Drive Corp.)

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither Notwithstanding anything in monetary default of this Lease on to the Termination Date (as defined below) nor has there previously been an Event of Monetary Default, and this Lease is in full force and effectcontrary, Tenant shall have the right right, exercisable at Tenant’s sole option, to terminate this Lease effective at 11:59 p.m. on Lease, said right of Tenant to be exercisable by giving notice thereof (the Termination Date, in accordance with and subject to each of the following terms and conditions (“Termination OptionNotice). The ) to Landlord, which Termination Notice shall set forth a date of termination (the “Termination Date” shall mean ”) which is specified to be the last day of the 40th full calendar month after seventh (7th) Lease Year or the Commencement Date. If Tenant desires last day of the ninth (9th) Lease Year, and which notice shall be given, if at all, not later than eighteen (18) months prior to exercise the Termination OptionDate specified in the Termination Notice. In the event that Tenant exercises its termination option hereunder, this Lease shall continue in full force and effect until the Termination Date, whereupon Tenant shall give surrender possession of the Premises (including, but not limited to, any space leased by Tenant pursuant to Landlord irrevocable written notice Sections 41 and 47 hereof) in accordance with the provisions of Tenant’s exercise this Lease, this Lease shall terminate with respect to the Premises (including, but not limited to, any space leased by Tenant pursuant to Sections 41 and 47 hereof) as if the Termination Date were the Lease Expiration Date set forth herein, and all Rent shall be prorated as of the Termination Option (“Termination Notice”)Date, together with and neither party shall have any obligations hereunder accruing after the Termination Payment (as defined below)Date. The Termination Notice and In the Termination Payment shall be received by Landlord no later than event Tenant exercises its termination option hereunder, then, on the date that is 9 months which occurs sixty (60) days prior to the Termination Date, failing which the Termination Option Tenant shall be deemed waived (provided pay to Landlord reserves the right an amount equal to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). The “Termination Payment” shall equal the sum of: of (Aa) the then unamortized sum (i.e., amortized on a straight-line basis with interest over the initial twelve (12) year Term of this Lease, at 10the rate of eight percent (8%): ) per annum) of (i) the Tenant Allowance (as such term is defined in Exhibit C excluding any increase in the amount of same pursuant to the terms of Exhibit C or the terms of this Lease and any tenant allowance with respect to Expansion Space or Available Space, if any, paid by Landlord to Tenant, (ii) all reasonable brokerage commissions paid by Landlord with respect to this Lease and any amendments hereto and (iii) all reasonable attorneys’ fees paid by Landlord in connection with the preparation and negotiation of this Lease; Lease and any amendments hereto (iiwhich attorneys’ fees shall not exceed Twenty-Five Thousand Dollars ($25,000.00) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines initial Lease); together with (b) the amount of six (6) times the amount of the Monthly Base Rent for the seventh Lease Year if the Termination Date is the last day of the seventh (7th) Lease Year, or the amount of three (3) times the amount of the Monthly Base Rent for the ninth (9th) Lease Year if the Termination Date is the last day of the ninth (9th) Lease Year (the items set forth hereinin clauses (a) and (b) of this Section 49 being hereinafter collectively referred to as the “Termination Expenses”). Notwithstanding The Termination Expenses payable by Tenant to Landlord pursuant to the foregoing, if at any time during immediately preceding sentence shall be in addition to the period on or after Rent coming due between the date of the Termination Notice, up to Notice and including the Termination Date, Tenant shall be in default of this Lease, 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 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 1 contract

Samples: Deed of Lease (Watson Wyatt & Co Holdings)

Termination Option. Provided Tenant shall have the one-time option to terminate this Lease and the Lease Term on the date that is the originally named Tenantlast day of the month that is the sixty-eighth (68th) month from the Commencement Date. Assuming the Commencement Date is July 1, Tenant is neither in monetary default of this Lease 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 effect2006, Tenant shall have the right one-time option to terminate this Lease effective at 11:59 p.m. on the February 29, 2012 (“Early Termination Date, in accordance with and subject to each of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with provided that Tenant gives written notice thereof to Landlord between June 1, 2011 and June 30, 2011 and provided further that no Event of Default has occurred at the Termination Payment (as defined below). The Termination Notice and time of such notice nor at the Termination Payment shall be received by Landlord no later than time of the date that is 9 months prior to the Early Termination Date. Additionally, failing which the Termination Option shall be deemed waived (provided Landlord reserves the Tenant’s right to waive terminate hereunder is conditioned upon the payment in writing full by Tenant, at the requirement time it delivers notice to Landlord that Tenant fully and/or timely pay the Termination Payment). The it is exercising its termination right of an amount equal to any unamortized abatement of Rent (excluding casualty or condemnation) or Termination Paymentfree rentshall equal the sum of: provided by Landlord; and (Aii) the then unamortized cost of (amortized on a straight-line basis with interest at 10%): a) the Work and (ib) brokerage leasing commissions and attorneys’ fees actually paid by Landlord in connection with this Lease; Lease (iicollectively, the “Termination Payment”). It is hereby understood and agreed that in calculating the Termination Payment, the then unamortized costs of the Work, leasing commissions, and “free rent” will be amortized over a period of eighty-eight (88) months of paid rent concessions; beginning on May 1, 2007 (assuming the Commencement Date is July 1, 2006) utilizing an interest rate of eight percent (8%) per annum. After Landlord’s receipt of the Termination Payment and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to so long as Tenant has surrendered the Premises in connection with the condition required under the Lease, neither party shall have any rights, liabilities or obligations under this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord Lease 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or accruing after the date of the Termination Notice, up to and including the Actual Termination Date, Tenant shall be in default except those which, by the provisions of this Lease, then Landlord may electexpressly survive the termination of this Lease. This Lease is executed on the respective dates set forth below, but is not obligatedfor reference purposes, by written notice to Tenant to cancel and declare null and void Tenant’s exercise of the Termination Option, in which case this Lease shall continue in full force and effect for the full Term unaffected by Tenant’s exercise be dated as of the Termination Optiondate first above written. 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 sentenceexecution date is left blank, 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 deemed executed as of the Termination date first written above. LANDLORD: GATEWAY WINDWARD, INC., a California corporation By: Invesco Institutional (N.A.), Inc., as advisor By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice-President Execution Date: 12/21/05 TENANT: OPTIO SOFTWARE, and the terms and provisions of Section 18 shall applyINC., a Georgia corporation By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: CFO Execution Date: 12/21/05

Appears in 1 contract

Samples: Office Lease Agreement (Optio Software Inc)

Termination Option. Provided Tenant is Notwithstanding anything to the originally named Tenantcontrary contained in the Amended Lease, Tenant is neither in monetary default of this Lease 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 will have the right one-time option to terminate this and cancel the Amended Lease effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean , effective as of 11:59 p.m. on the last day of the 40th sixtieth (60th) full calendar month after of the Commencement Extended Term (i.e., August 31, 2030) (“Termination Date. If Tenant desires ”), by delivering to exercise Landlord, on or before the date which is six (6) months prior to the Termination OptionDate (i.e., Tenant shall give to Landlord irrevocable on or before February 28, 2030), written notice of Tenant’s exercise of its Termination Option. As a condition to the effectiveness of Tenant’s exercise of its Termination Option (“Termination Notice”), together with and in addition to Tenant’s obligation to satisfy all other monetary and non-monetary obligations arising under the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior Amended Lease through to the Termination Date, failing which Tenant shall pay to Landlord the Termination Option shall be deemed waived (provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). The following “Termination Payment” shall equal Consideration”: the sum of: (A) the then unamortized value (amortized on a straight-line basis with interest at 10%): (iover the last 76 months of the Extended Term) of the brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvementsAmendment, including plus interest on said foregoing costs at the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord for the loss rate of expected rentals from Tenant8% per annum. The Termination Payment Consideration shall be due and payable by wire transfer or cashierTenant to Landlord concurrently with Tenant’s check. Time is delivery of notice to Landlord of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, 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 this Lease shall continue in full force and effect for the full Term unaffected by Tenant’s exercise of the Termination Option. If Tenant properly and timely exercises its Termination Option and properly exercises and timely delivers the Termination Option in accordance with this paragraph Consideration to Landlord as set forth above and Landlord has not negated satisfies all other monetary and non-monetary obligations under the effectiveness of Tenant’s exercise Amended Lease including, without limitation, the provisions regarding surrender of the Termination Option pursuant to the preceding sentencePremises, this Lease and the Term shall come to an end all of which must be accomplished 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 or before the Termination Date, then the Amended Lease will terminate as of midnight on the Termination Date. The right to exercise the Termination Option is personal to the 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, sublessee or other transferee of Tenant’s interest in the terms Amended Lease) and provisions of Section 18 shall applyis only available if Original Tenant or any Permitted Transferee occupies the entire Premises.

Appears in 1 contract

Samples: Lease

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease 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 right may elect 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 (“Termination Option”). The “Termination Date” shall mean ) effective on the last day of the 40th 41st full calendar month after of the Commencement Initial Term, referred to herein as the “Early Termination Date. If Tenant desires to To effectively exercise the Tenant’s Termination Option, Tenant shall give to Landlord irrevocable written notice of (“Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 ) at least six months prior to the Early Termination Date, failing which the Termination Option shall be deemed waived (and further provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). The “Termination Payment” shall equal the sum ofthat: (A1) on or before the Early Termination Date, Tenant has paid Landlord all amounts due and owing under the Lease; and (2) Tenant pays to Landlord concurrently with Tenant’s Notice a termination fee equal to: (i) four months’ then current Base Rent, plus (ii) 4 months’ then estimated payments of Operating Expenses as determined by Landlord, plus (iii) the unamortized (amortized portion of Landlord’s Costs calculated by amortizing Landlord’s Costs on a straight-line basis with over the Initial Term, plus interest thereon at 10%): the rate of 8% per annum. “Landlord’s Costs” means Landlord’s costs related to this Lease, including, but not limited to: costs of any improvements to the Premises paid by Landlord (all improvements allowances, the TI Allowance and other costs of improvements to the Premises paid by Landlord) and the Funded Excess TI Costs (except to the extent previously reimbursed by Tenant to Landlord), Rent abated during the Abated Rent Period, legal costs, and leasing commissions. Tenant’s right to exercise the Termination Option is conditioned on: (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Leaseno Event of Default existing at the time of exercise of the Termination Option or on the Early Termination Date; (ii) rent concessionsTenant not having exercised the Construction Option; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to Tenant not having subleased or vacated more than 25% of the Premises in connection with this Lease. Tenant acknowledges and agrees that or assigned its interest under the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord for the loss Lease as of expected rentals from Tenant. The Termination Payment shall be payable by wire transfer or cashier’s check. Time is of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of exercise of the Termination Notice, up to and including Option or on the Early Termination Date, Tenant shall be in default of this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void . Upon Tenant’s exercise of the Termination Option, Tenant will deliver possession of the Premises to Landlord on the Early Termination Date in which case accordance with the terms of the Lease and all other terms and provisions will apply as if the Lease had expired according to its terms, including Tenant’s obligation for payment of Operating Expenses attributable to periods prior to the Early Termination Date at such time as such obligation is determined. Tenant’s right to terminate the Lease pursuant to this Termination Option is personal to Tenant and may not be assigned. In the event of an assignment of the Lease shall continue in full force and effect for or a subletting or vacation of more than 25% of the full Term unaffected by Premises or upon Tenant’s exercise of the Termination Expansion Option or Construction Option. If Tenant timely and properly exercises the , this Termination Option in accordance with this paragraph is null 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 applyvoid.

Appears in 1 contract

Samples: Lease Agreement (Dot Hill Systems Corp)

Termination Option. Provided Tenant is Provided: (i) no Event of Default exists nor any condition exists that, as the originally named Tenantresult of notice previously given by Landlord and/or the passage of time, Tenant is neither in monetary default of this Lease on the Termination Date (as defined below) nor has there previously been would constitute an Event of Monetary Default, and ; (ii) this Lease is in full force and effect; (iii) Tenant is the originally named Tenant or a Permitted Transferee; and (iv) Tenant has not expanded the Premises after the Commencement Date (other than in connection with the ROFO (as defined below) prior to the 56-month anniversary of the Commencement Date), Tenant shall have Xxxxxx has the 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 (“Termination Option”). The “Termination Date” shall mean means the last day immediately prior to the 104th-month anniversary of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall must give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall must be received by Landlord no later than the date that is 9 12 calendar months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal means the sum of: (A) the unamortized (amortized on a straight-line basis over the Initial Term with interest at 107%): ) amount as of the Termination Date of the following in connection with this Lease and any amendment to this Lease: (i) brokerage commissions and reasonable attorneys’ fees paid by Landlord in connection with this LeaseLandlord; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvementsany and all allowances to Tenant, including without limitation the Leasehold ImprovementsImprovement Allowance (as defined in Exhibit C); provided, to however, Tenant acknowledges and agree that Landlord may modify the Premises amount of the Termination Payment in connection with Xxxxxx’s exercise of the ROFO. Tenant’s payment of the Termination Payment is a condition precedent to the termination of this LeaseLease on the Termination Date, and such obligation survives the Expiration Date. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord for the loss of expected rentals from Tenant. The Termination Payment shall be is payable only by wire transfer or cashier’s checkACH. Time is of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default there is an Event of this LeaseDefault, 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 this 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 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 and Landlord has not negated the effectiveness of Tenant’s exercise of the Termination Option pursuant to the preceding sentenceforegoing, 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.the

Appears in 1 contract

Samples: Office Lease (BlackSky Technology Inc.)

Termination Option. Provided (i) Tenant is not then in default under the originally named Tenantterms, covenants and conditions of the Lease, and (ii) Tenant is neither in monetary default of this Lease on pays to Landlord the Termination Date Payment (as defined below) nor has there previously been an Event of Monetary Default, and this Lease is in full force and effectthe manner set forth below, Tenant shall have the a one time right to terminate this Lease effective at 11:59 p.m. on as of the Termination last calendar day of the eighty fourth (841h) month of the Term (the "Term ination Date, ") in accordance with and subject the following provisions. Tenant's one time right to each terminate the Lease must be exercised by written notice to Landlord at least twelve (12) months prior to the Termination Date or Tenant shall have waived its right of termination. Time is of the following terms and conditions essence in giving such notice. As a condition to exercising such right of termination , Tenant must pay to Landlord, at the same time as Tenant gives its termination notice, a cash amount (the " Termination Option”Paymen t") which is calculated as an amount equal to the total of : (a) five (5) month's then base rent (namely the then Monthly Installment of Rent XS). The “Termination Date” shall mean ; (b) electricity costs for the last day previous five (5) month period; and (c) the unamortized costs (based on an amortization rate of ten percent (10%) per annum) of Landlord's leasing costs, including but not lim ited to al l of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment Improvement Allowances (as defined below). The Termination Notice and in Exhibit a) paid to Tenant for all of the Termination Payment shall be received space leased by Landlord no later than the date that is 9 months Tenant prior to the Termination Date, failing which electricity abatement, reasonable legal costs and brokerage commissions paid by Lxxxxxxx in connection with the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized Lease, calculated on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including over the Leasehold Improvements, to initial Term of the Premises in connection with this Lease. Tenant acknowledges and agrees that Tenant's failure to timely pay the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord for as aforesaid shall render the loss of expected rentals from Tenant. The Termination Payment shall be payable by wire transfer or cashier’s check. Time is of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, 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 this Lease shall continue in full force termination option null and effect for the full Term unaffected by Tenant’s exercise of the Termination Optionvoid. If Tenant properly gives notice of termination and timely and properly exercises pays the Termination Option in accordance with this paragraph and Landlord has not negated Payment as above required, then 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 terminate on the Termination Date with the same force and effect as if such date were the Term were fixed scheduled expiration date of the Lease, but without prejudice to expire on such date, (I) all rights and remedies available to Landlord for any antecedent breach of covenant by Tenant under this Lease and (II) the Expiration Date continuance of all obligations or liabilities (including Tenant ind emnities) which are expressly stated to survive the termination of the Lease. This option is not transferable ; the parties hereto acknowledge and agree that they intend that this early termination option shall be the Termination Date"personal" to Conexis Benefits Administrators, L.P., or any Permitted Transferee and the terms and provisions of Section 18 shall applythat in no event will any assignee or sublessee have any rights to exercise such option.

Appears in 1 contract

Samples: Lease Agreement (Wageworks, Inc.)

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease on the Termination Date (as defined belowa) nor Landlord has there previously been an Event of Monetary Defaultrequested, and this Lease is in full force and effect, Tenant shall have Xxxxxx has agreed to grant to Landlord an option (the 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 (“Termination Option”). The “Termination Date” shall mean the last day ) to terminate portions of the 40th full calendar month after Additional Premises previously demised to Tenant pursuant to the Commencement Second Amendment to Lease (the “Surrendered Space”), as more particularly shown on Exhibit A attached hereto and made a part hereof. Commencing upon the date of this Amendment (the “Effective Date. If Tenant desires ”), Landlord shall have the right, at its sole option, to exercise terminate the Termination OptionLease with respect to the Surrendered Space only, Tenant shall give to Landlord irrevocable by giving not less than thirty (30) days’ prior written notice of Tenant’s exercise of to Tenant (the Termination Option (“Termination Notice”), together with which date for termination of the Lease set forth therein (the “Termination Payment (as defined below)Date”) can be any day during the term of the Lease. The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 term of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, 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 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 Lease shall come to an end and expire on the Termination Date and Tenant’s estate in and possession of the Surrendered Space only shall terminate and be wholly extinguished with the same force and effect as if such date were initially set forth in the Term were fixed Lease as the Expiration Date. Notwithstanding anything contained herein to expire the contrary, Landlord agrees that it shall not exercise the Termination Option such that the Termination Date occurs during the period beginning October 1 through January 10 of any calendar year (the “Holiday Season”). (b) Tenant shall not be responsible for removing any Fixtures from the Surrendered Space; provided, however that Tenant shall remove any of Tenant’s personal property from the Surrendered Space. If Landlord exercises the Terrmination Option as provided above, Tenant shall remove all of Tenant’s property from the Terminated Space on such or before the Termination Date, time being of the essence with respect to said date, and vacate the Expiration Terminated Space and deliver vacant possession thereof to Landlord. Any personal property of Tenant remaining in the Surrendered Space after the Effective Date shall be deemed abandoned by Xxxxxx and Landlord may take possession thereof and dispose of same in any manner Landlord determines without accountability therefor to Tenant. (c) Provided that Tenant shall have vacated the Surrendered Space in accordance with Section 2(b) hereof, Tenant and Landlord and their respective successors and assigns shall be released of and from any and all claims, damages, obligations, liabilities, actions and causes of action, of every kind and nature whatsoever arising under or in connection with the Lease with respect to the Surrendered Space only from and after the Termination Date, except that nothing herein contained shall be deemed to constitute a release or discharge of Landlord or Tenant with respect to any obligation or liability (x) accrued or incurred under the Lease with respect to the Surrendered Space which is outstanding and unsatisfied on the Termination Date, and (y) to a third party (under the terms insurance and indemnification provisions of Section 18 shall applythe Lease or otherwise) arising prior to, on or after the Termination Date as a result of an event occurring or condition existing in the Surrendered Space prior to, or on the Termination Date. (d) Tenant represents and warrants that it has not assigned, pledged or encumbered the Lease or sublet the Surrendered Space or done or suffered any other action as a result of which the Lease or the Surrendered Space might be subject to any lien or encumbrance. Tenant warrants that the foregoing covenants and representations will be true and correct as of the Effective Date, Xxxxxx has and will have good right to surrender the Surrendered Space on or before the Effective Date, and delivery of possession of the Surrendered Space will be made to Landlord on or before the Effective Date free and clear of all liens and encumbrances of any kind whatsoever.

Appears in 1 contract

Samples: Lease (MSGE Spinco, Inc.)

Termination Option. Provided (a) Tenant is shall have a one-time option to terminate the originally named TenantLease effective as of March 31, Tenant is neither in monetary default of this Lease on 2002 the "Termination Date Date") provided that (as defined belowi) nor has there previously been an Event of Monetary Default, and this the Lease is in full force and effect, effect and Tenant shall have not be in default under the right to terminate this Lease effective Lease, both at 11:59 p.m. the time the Termination Notice is given, and on the Termination Date, in accordance (ii) Tenant has provided Landlord with and subject to each of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable prior written notice of Tenant’s exercise of its intention to terminate the Termination Option Lease (the "Termination Notice”)") on or before October 1, together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date2001, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord a check in the amount of $210,000.00 (the "Termination Fee") for improvements, including the Leasehold Improvements, to costs associated with Tenant's occupancy of the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of accompanies the Termination Notice, up . Failure to and including pay the Termination Date, Tenant Fee to Landlord at the time the Termination Notice is delivered to Landlord shall be in default of this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare make such Termination Notice null and void Tenant’s exercise and of the Termination Optionno force and effect whatsoever, in which case and this Lease shall continue in full force and effect for as if such Termination Notice had not been given. In the full Term unaffected by Tenant’s exercise event that Tenant exercises its option as aforesaid, then, in such event, such termination shall be treated as if the term of this Lease had expired and all provisions contained in this Lease pertaining to the rights and obligations of Tenant and Landlord as to and as 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 expiration of the Termination Option pursuant term of this Lease shall apply in a like-manner to such early termination. In the preceding sentenceevent Tenant does not timely notify Landlord of its intent to terminate, this Lease shall continue, in full force and effect, throughout the Term entire Lease Term. (b) In the event Tenant exercises its Right of First Offer as defined in paragraph 3 above, and desires to terminate the Lease, all terms and conditions pursuant to paragraph 5(a) above shall come apply to an end on the Additional Space, except that Tenant shall pay the Termination Date Fee in an amount equivalent to the unamortized costs incurred by Landlord in connection with Tenant's occupancy of the same force Additional Space (including, but not limited to leasing commissions and effect improvement allowance) as if the Term were fixed to expire on such date, the Expiration Date shall be of the Termination Date, assuming amortization of such costs at a rate of ten percent (10%) per annum over the period between the Delivery Date and the terms Lease Expiration Date. (c) In the event Tenant does not exercise its Termination Option as defined in paragraph 5(a) above, effective as of April 1. 2002, Tenant shall be allocated an allowance of up to $5.00 per square foot (the "Refurbishment Allowance") for paint and provisions of Section 18 shall applycarpet to the Premises and any Additional Space.

Appears in 1 contract

Samples: Office Lease (Consumer Portfolio Services Inc)

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease 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 right one-time option to terminate this 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 (“Termination Option”). The ) effective as of the date that is thirty-six (36) months after the Extension Term Commencement Date (such date, the “Termination Date” shall mean ”), subject to the last day terms, conditions and provisions of the 40th full calendar month after the Commencement Date. If this Section. 6.1 The Termination Option is conditional upon Tenant desires to exercise the Termination Option, Tenant shall give delivering to Landlord irrevocable written notice of Tenant’s election to exercise of the Termination Option (the “Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than ) on or before the date that is 9 nine (9) months prior to the Termination Date (such date, the “Exercise Date, failing which ”). Tenant shall not be deemed to have exercised the Termination Option unless and until Tenant has delivered the Termination Notice to Landlord. Time shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect as to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, 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 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 acknowledges that it would be inequitable to require Landlord has not negated the effectiveness of Tenant’s to accept any exercise of the Termination Option pursuant to after the preceding sentence, this Lease and the Term shall come to an end on Exercise Date. Any attempted exercise of the Termination Date with Option after the same force and effect as if the Term were fixed to expire on such date, the Expiration Exercise Date shall be void and of no force or effect. 6.2 In the event that Tenant exercises the Termination Option, Tenant shall be required to pay to Landlord the Termination Fee (as defined below) on or before the Termination Date. The “Termination Fee” means an amount equal to the sum of (a) One Hundred Seventy-Six Thousand Seven Hundred Fifty-Nine and 22/100 Dollars ($176,759.22), plus (b) the unamortized amounts (as of the Termination Date) of (i) all leasing commissions paid by Landlord in connection with this Amendment, and (ii) the terms TI Allowance (as defined below). The amounts in Subsection 6.2(b)(i) and provisions (ii) shall be calculated by amortizing the same at eight percent (8%) per annum commencing on the Extension Term Commencement Date and ending on the Term Expiration Date). If Tenant fails to pay, or is late in paying, the Termination Fee to Landlord, then Landlord shall have all of Section 18 the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with regard to such amounts the same shall applybe considered Rent. Tenant’s obligation to pay the Termination Fee shall survive the expiration or earlier termination of the Lease.

Appears in 1 contract

Samples: Lease (Halozyme Therapeutics Inc)

Termination Option. Provided Tenant is (A) Subject to the originally named Tenant, Tenant is neither satisfaction of the conditions set forth in monetary default of this Lease 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 effectparagraph, Tenant shall have the right one option to terminate this the Lease effective at 11:59 p.m. on in its entirety (the Termination Date, in accordance with and subject to each of the following terms and conditions (“Termination Option”). The ) effective as of April 30, 2009 (the “Early Termination Date”) by providing written notice to Landlord (the “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement DateNotice”) no later than April 30, 2008. If Tenant desires As a condition to Tenant's ability to exercise the Termination 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 State of Illinois after the date of this Amendment and before April 30, 2008; (ii) according to Tenant’s reasonable projections, such tax would on an annual basis cost Tenant $150,000.00 or more; and (iii) Tenant provides Landlord with reasonable documentation or other information to substantiate such reasonable projections. A. If Tenant delivers the Termination Notice in accordance with the terms and conditions of this Paragraph 6, timely pays the Termination 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 terminate, and Tenant shall give be and remain liable for the payment to Landlord irrevocable written notice 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 to be performed, paid and kept by Tenant prior to such Early Termination Date. Following Tenant's exercise of its Termination Option, if Tenant 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 Date, Tenant’s sole monetary obligation with respect to such early termination shall be to pay Landlord a termination fee equal to $468,495.00 (the “Termination Fee”). Tenant shall pay: (i) $312,633.33 of the Termination Fee with the delivery of the Termination Notice, and (ii) $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 (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void Tenant’s exercise of and the Termination Option, in which case this Lease shall continue in full force and effect for the full Term unaffected by Tenant’s exercise of as if Tenant had not exercised the Termination Option. If Tenant timely and properly exercises the Termination Option in accordance with this paragraph and Acceptance by Landlord has not negated the effectiveness of Tenant’s exercise of the Termination Option pursuant to Fee shall constitute a release of the preceding sentence, this Tenant from any and all of its obligations under the Lease and accruing after 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 Early Termination Date, and except any obligations which by their terms are intended to survive any early termination or expiration of the terms and provisions Lease (including, without limitation, the reconciliation of Section 18 shall applyany Rent Adjustments).

Appears in 1 contract

Samples: Industrial Building Lease (Wells Gardner Electronics Corp)

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease 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 right may elect to terminate this Lease (the "Early Termination Option") effective at 11:59 p.m. on as of May 31, 2017 (the 'Early Termination Date"), in accordance with and subject to each of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to by giving Landlord irrevocable prior written notice of ("Tenant’s exercise of the Termination Option (“'s Early Termination Notice”)") on or before August 31, together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date2016, failing which the Termination Option shall be 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 Payment” shall equal the sum ofthat: (A1) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after before the date of the Termination Notice, up to and including the Early Termination Date, Tenant shall be has paid Landlord all amounts due and owing under the Lease; and (2) Tenant pays to Landlord concurrently with Tenant's Early Termination Notice a termination fee equal to (a) $24,009.00 (2 months of Basic Rent), plus (b) 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 leasing commission charges, the Abated Rent, and the Allowance), based on amortizing such costs with interest thereon at the rate of 6% per annum, in default equal installments of interest and principal over the last 36 months of the initial Term. Tenant's right to exercise this Lease, then Landlord may elect, but Early Termination Option is not obligated, by written notice to Tenant to cancel and declare null and void Tenant’s conditioned on there being no uncured Event of Default at the time of exercise of the Early Termination OptionOption or on the Early Termination Date. If this Early Termination Option is timely exercised, then Tenant will deliver possession of the Premises to Landlord on the Early Termination Date in which case accordance with the terms of this Lease shall continue in full force and effect for all other terms will apply as if this Lease had expired according to its terms, including Tenant's Share of Expenses attributable to periods prior to the full Term unaffected by Tenant’s exercise of the Early Termination OptionDate at such time as such obligation is determined. If Tenant fails to timely and properly exercises the give notice, then Tenant will be deemed to have waived its right to terminate pursuant to this Section. This Early Termination Option in accordance with 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 Premises or this paragraph and Landlord has not negated the effectiveness of Tenant’s exercise Lease; upon a Transfer of the Termination Option pursuant to the preceding sentenceLease by Tenant, this Lease Section is null 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 applyvoid.

Appears in 1 contract

Samples: Consent of Landlord to Sublease (Aspirity Holdings LLC)

Termination Option. Provided Tenant is may at its option (the originally named Tenant, Tenant is neither in monetary default of this Lease 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 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 (“Termination Option”) terminate this Lease as to certain Termination Premises (defined below). The “Termination Date” shall mean , effective as of the last first day of the 40th full calendar month which is 18 months after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable date of written notice of Tenant’s exercise of (the Termination Option (“Termination Notice”), together with ) from Tenant of its intent to terminate (the Termination Payment (as defined belowDate”). The Termination Notice may be given at any time after the 54th month following the Rent Commencement Date. The “Termination Premises” shall mean any portion of the Premises located on the fourth or fifth floor of the Building and identified in the Termination Payment Notice. Tenant’s right to exercise the Termination Option shall be received subject to the following conditions precedent: (a) the Termination Premises shall be not less than 20,000 contiguous rentable square feet; (b)the Termination Premises shall have reasonable access to exits in order that Landlord shall be reasonably able to lease the Termination Premises to another tenant for use as laboratory space; (c) Tenant shall pay the reasonable cost of separating the Termination Premises from the remainder of the Premises; (d) Tenant shall agree to extend the term of the Lease with respect to all of that portion of the Premises located on the second floor of the Building for an additional period of not less than 5 years beyond the Termination Date; (e)the remaining portion of the Premises (after Tenant’s surrender of the Termination Premises) located on the fifth floor of the Building shall be not less than 15,000 rentable square feet, and Tenant shall agree to extend the term of the Lease with respect to all of that remaining portion of the Premises located on the fifth floor for an additional period of not less than 5 years beyond the Termination Date. In addition, if Tenant exercises the Termination Option, the then applicable Base Rent per rentable square foot shall be increased as of the Termination Date by Landlord no later than an amount per rentable square foot of the then remaining Premises equal to the product of (i) the then current rate of interest on ten-year U.S. Treasury obligations plus 500 basis points times (ii) the amount of the Laboratory Conversion Fund divided by the rentable square footage of the then remaining Premises. The “Laboratory Conversion Fund” shall mean an amount determined by amortizing Landlord’s contribution in excess of $____ per rentable square foot for improvements to the Termination Premises at an annual interest rate of 12% over the period from the Rent Commencement Date for the Termination Premises to the expiration date of the Base Term of the Lease, and deducting therefrom that is 9 months portion attributable to the period prior to the Termination Date. If Tenant effectively exercises the Termination Option, failing which Landlord shall contribute an amount equal to the Laboratory Conversion Fund to be used to convert up to 15,000 rentable square feet of space located on the fifth floor into laboratory space. If there are any uncured defaults by Tenant as of the date Tenant delivers the Termination Notice or as of the Termination Date, the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, 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 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 Datevoid, and the terms and provisions of Section 18 Lease shall applyremain in effect.

Appears in 1 contract

Samples: Sublease (Atossa Genetics Inc)

Termination Option. Provided Tenant is that no Event of Default shall exist under this Lease or would exist but for the originally named 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 date Tenant is neither in monetary default of this Lease delivers its Termination Notice (as hereinafter defined) or 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 effecthereinafter defined), Tenant shall have the one-time right to terminate First Amendment to Industrial Lease Agreement Priority Fulfillment Services, Inc. April 25, 2013 this Lease effective at 11:59 p.m. on with respect to the Termination Date, in accordance with and subject to each entire Demised Premises as of the following terms and conditions end of August 31, 2016 (“Termination Option”). The the “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option”), Tenant shall give by delivering to Landlord irrevocable written on or before February 29, 2016, notice of Tenant’s exercise of its intention to terminate (the Termination Option (“Termination Notice”), together ) accompanied by a payment of a termination fee (the “Termination Fee”) to Landlord in the amount of $215,000.00. Tenant’s failure to pay such Termination Fee simultaneously with the Termination Payment (as defined below). The Tenant’s delivery of its Termination Notice and shall render void the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default termination of this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel Lease and declare null and void Tenant’s exercise of the Termination Option, in which case this Lease shall continue in full force and effect for the full Term unaffected by Tenant’s exercise of effect. Tenant shall pay all Rent due to and through the Termination Option. If Tenant timely and properly exercises the Termination Option Date specified in accordance with this paragraph and Landlord has not negated the effectiveness of Tenant’s exercise terms of the Termination Option pursuant to the preceding sentence, this Lease and shall surrender the Term shall come Demised Premises to an end Landlord on or before the Termination Date with in the manner and in the condition provided for in the Lease. Tenant shall permit Landlord or its Agents, at any time and without notice, but otherwise subject to the terms of Section 23 of the Lease, to enter the Demised Premises, without charge therefore to Landlord and without diminution of Rent, to exhibit the same force to prospective tenants from and effect as if after the Term were fixed date Tenant delivers the Termination Notice. The Termination Fee shall not be deemed to expire on such datebe Rent payable under the terms of the Lease, the Expiration Date but rather shall be deemed liquidated damages payable by Tenant to Landlord in consideration of Landlord’s agreement to terminate the Termination Date, and the terms and provisions of Section 18 shall applyLease as herein provided.

Appears in 1 contract

Samples: Industrial Lease Agreement (Pfsweb Inc)

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease 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 right to terminate this Lease effective at 11:59 p.m. on option (the Termination Date, in accordance with and subject to each of the following terms and conditions (“Termination Option”) to terminate this Lease, which termination shall be effective no earlier than September 1, 2006 and no later than November 30, 2006. Such termination shall be exercised by providing Landlord at least 180 days prior written notice of such termination and such notice shall set forth the proposed termination date for the Lease (the “Early Termination Fee”). The Tenant shall pay to Landlord, upon its exercise of the Termination Option, an amount equal to the sum of (i) $109,915.32, which amount represents three monthly installments of Base Rent and (ii) an amount equal to Tenant’s pro rate portion of Tax and Insurance Costs and Common Area Maintenance Expenses which would otherwise have been payable under the Lease for the three month period succeeding the Early Termination Date (the Early Termination Fee:). Notwithstanding the foregoing, Tenant agrees that if the amount of the Improvement Allowance paid by Landlord exceeds $133,526.75, then the Early Termination Fee shall be an amount equal to the sum of (i) $146,553.76, which amount represents four monthly installments of Base Rent and (ii) an amount equal to Tenant’s pro rata portion of Tax and Insurance Costs and Common Area Maintenance Expenses which would otherwise have been payable under the Lease for the four month period succeeding the Early Termination Date. Once Tenant shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant may not thereafter revoke such exercise. Tenant shall give not have the right to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option at a time that an event of default (“Termination Notice”)or an event which with notice and/or lapse of time could become an event of default) under the Lease has occurred and its continuing, together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which any exercise of the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable 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 essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void if an event of default (or an event which with notice and/or lapse of time could become an event of default) has occurred and is continuing on the Early Termination Date. Tenant’s failure to timely exercise the Termination Option, or to pay the Early Termination Fee upon its exercise of the Termination Option, in which case for any reason whatsoever shall conclusively be deemed a waiver of such and agree that they intend the aforesaid rights to terminate this Lease to be “personal” to Tenant and that in no event shall continue in full force and effect for any assignee or sublessee exercise the full Term unaffected by Tenant’s exercise of the Termination Optionaforesaid 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 apply16.

Appears in 1 contract

Samples: Commercial Lease Agreement (Adams Golf Inc)

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default has not previously exercised its right of first offer pursuant to Article 32 of this Lease on and provided further that Tenant fully and completely satisfies each of the Termination Date (as defined below) nor has there previously been an Event of Monetary Default, and conditions set forth in this Lease is in full force and effectArticle 33, Tenant shall have the right option ("Termination Option") to terminate this Lease effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each end of the following terms and conditions thirty-sixth (“Termination Option”). The “Termination Date” shall mean the last day of the 40th 36th) full calendar month after of the Commencement Term only (the "Termination Date"). If Tenant desires In order to exercise the Termination Option, Tenant shall must fully and completely satisfy each and every one of the following conditions: (a) Tenant must give Landlord written notice ("Termination Notice") of its intention to terminate this Lease, which Termination Notice must be delivered to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option at least six (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 6) months prior to the Termination Date, failing which (b) at the time of the Termination Option Notice Tenant shall not be deemed waived in default under this Lease after expiration of applicable cure periods, and (provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay c) concurrently with Tenant's delivery of the Termination Payment). The “Notice to Landlord, Tenant shall pay to Landlord a termination fee ("Termination Payment” shall Fee") equal to the sum of: of (i) the unamortized balance, as of the Termination Date, of (A) the unamortized costs incurred by Landlord in designing and constructing the Tenant Improvements, (amortized on a straight-line basis with interest at 10%): (iB) the brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; , and (C) the Abated Rent, plus (ii) rent concessions; an amount equal to three (3) months of Monthly Basic Rental calculated at the rate payable at the time of the Termination Notice. Amortization pursuant to subsection (i), above, shall be calculated on a sixty-two (62) month amortization schedule commencing as of the Commencement Date based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of ten percent (iii10%) total cost incurred by Landlord for improvements, including per annum. In the Leasehold Improvements, event Tenant exercises its right to first offer pursuant to Article 32 hereof prior to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord for the loss date of expected rentals from Tenant. The Termination Payment shall be payable by wire transfer or cashier’s check. Time is of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date 's delivery of the Termination Notice, up to and including then the Termination Date, Tenant Option shall be in default become void and of this Lease, 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 this Lease shall continue in full no further force and effect for and Tenant shall have no further rights under this Article 33. In the full Term unaffected by Tenant’s exercise of event Tenant delivers the Termination Option. If Tenant timely and properly exercises the Termination Option in accordance with this paragraph and Landlord has not negated the effectiveness Notice to Landlord, Tenant's right of Tenant’s exercise of the Termination Option first offer pursuant to the preceding sentence, this Lease Article 32 hereof shall become void and the Term shall come to an end on the Termination Date with the same of no further 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 applyor effect.

Appears in 1 contract

Samples: Standard Office Lease (Sound Source Interactive Inc /De/)

Termination Option. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease 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 will have the right one-time option to terminate this and cancel the Amended Lease ("Termination Option"), effective at as of 11:59 p.m. on the Termination Date, in accordance with and subject to each of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th forty-third (43rd) full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise of the New Term ("Termination Option (“Termination Notice”Date"), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than delivering to Landlord, on or before the date that which is 9 six (6) months prior to the Termination Date, failing which written notice of Tenant's exercise of its Termination Option. As a condition to the effectiveness of Tenant's exercise of its Termination Option and in addition to Tenant's obligation to satisfy all other monetary and non-monetary obligations arising under the Amended Lease through to the Termination Option Date, Tenant shall be deemed waived (provided pay to Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). The “Termination Payment” shall equal the sum of: (A) the then unamortized value (amortized on a straight-straight line basis over the New Term, with interest thereon at 10%the Interest Rate) of the following (collectively, the "Termination Consideration"): (i) the Allowance and the cost of any leasehold improvements made by Landlord at Landlord's expense for the benefit of Tenant, (ii) the Abated Amount, and (iii) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord for the loss of expected rentals from TenantAmendment. The Termination Payment Consideration shall be due and payable by wire transfer or cashier’s check. Time is of the essence with respect Tenant to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date Landlord in two equal installments: one-half (1/2) of the Termination Notice, up Consideration to and including the Termination Date, Tenant shall be in default delivered concurrently with Tenant's delivery of this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void Tenant’s Landlord of the exercise of the Termination Option, in and the remaining one-half (1/2) of the Termination Consideration to be delivered on the first day of the 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 set forth above and satisfies all other monetary and non-monetary obligations under the Amended Lease including, without limitation, the provisions regarding surrender of the Premises, all of which case this must be accomplished on or before the Termination Date, then the Amended Lease will terminate as of midnight on the Termination Date; provided, however, if Tenant fails to deliver the Final Payment on the first day of the month preceding the Termination Date, Tenant's Termination Option shall be deemed null, void and of no force or effect and the Amended Lease shall continue in full force and effect for the full Term unaffected by notwithstanding Tenant’s 's exercise of the its Termination Option. If Tenant timely and properly exercises the The Termination Option in accordance with is personal to the original Tenant executing this paragraph Amendment and Landlord has not negated may be exercised only by the effectiveness of Tenant’s exercise original Tenant executing this Amendment while occupying and leasing the entire Premises and without having assigned the Amended Lease or sublet any portion 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 applyPremises.

Appears in 1 contract

Samples: Single Tenant Lease (Global Brass & Copper Holdings, Inc.)

Termination Option. Provided Tenant is Subject to the originally named Tenantfull and complete satisfaction of the Termination Conditions Precedent (as hereinafter defined), Tenant is neither in monetary default accordance with the provisions of this Lease 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 effectArticle 13, Tenant shall have the right one-time irrevocable option to terminate this Lease (a “Termination”). The conditions precedent (the “Termination Conditions Precedent”) to the effectiveness of any such Termination shall be as follows: (i) the effective at 11:59 p.m. date of any such Termination shall be July 1, 2015 (the “Termination Date”); (ii) Tenant shall deliver written notice (a “Termination Notice”) of such Termination to Landlord by not later than July 1, 2014; (iii) concurrent with the delivery of the Termination Notice, Tenant 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 occurred under this Lease. Said Termination DateFee shall be Additional Rent and shall be in addition to, and not in accordance with lieu of, any other payments due under this Lease (including payments of Annual Fixed Rent and subject to each of the following terms and conditions (“Termination Option”Additional Rent). The “Termination DateFee” shall mean be an amount equal to the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise Unamortized Portion (as hereinafter defined) as of the Termination Option Date of all costs and expenses incurred by Landlord in connection with this Lease, including the cost of all tenant improvements paid for by Landlord (“Termination Notice”including any improvements paid for with the Allowance), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be 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 Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) all brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord for the loss of expected rentals from Tenant. The Termination Payment “Unamortized Portion” shall be payable 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 wire transfer or cashier’s check. Time is of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if Tenant at any time during after February 1, 2014, Landlord shall provide Tenant, within ten (10) business days of Tenant’s request therefor, with a determination of the period on or after foregoing costs, along with Landlord’s calculation of the date Unamortized Portion of the costs as of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, 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 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 1 contract

Samples: Sublease (Tokai Pharmaceuticals Inc)

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