Terms of Letter of Credit. In lieu of the cash Security Deposit required by Paragraph 5 above, as additional consideration for value received and a further incentive to maintain Sublessor’s willingness to enter this Sublease, and as additional collateral so as to compensate Sublessor for future damages it may suffer by reason of Sublessee’s defaults hereunder, Sublessee shall deliver to Sublessor, not later than five (5) days after the date of Sublessee’s execution of this Sublease, an unconditional, clean, irrevocable letter of credit in the amount of $268,864.25 (“LC Amount”), which letter of credit shall be issued by a money-center bank (a bank which accepts deposits, maintains accounts, has a local Silicon Valley office which will negotiate a letter of credit and whose deposits are insured by the FDIC) reasonably acceptable to Sublessor, shall be for a term continuing through the last day of the forty-five (45) - day period following the Expiration Date (or shall contain an “evergreen” provision which provides that it automatically is renewed on an annual basis unless the issuer delivers forty-five (45) days’ prior written notice to Sublessor and Sublessee), shall permit partial draws, shall provide that draws thereunder will be honored upon receipt by issuer of the letter of credit and a written statement signed by Sublessor or its authorized agent stating that Sublessor is entitled to draw down on the letter of credit, shall be freely transferable and shall be in a form and content reasonably acceptable to Sublessor. Such letter of credit, together with any other renewal or replacement letters of credit delivered or to be delivered by Sublessee hereunder shall be referred to collectively herein as the “LC”. The LC shall provide for forty-five (45) days’ prior written notice to Sublessor of cancellation or material change thereof, and shall further provide that, in the event of any non-extension of the LC, Sublessor shall be entitled to present its written demand for payment of the entire face amount of the LC, and the proceeds therefrom so obtained shall be held as provided below. Sublessee shall pay all expenses, points and/or fees incurred by Sublessee in obtaining the LC. Additionally, upon a proposed sale or other transfer of any interest in the Premises, this Sublease or Sublessor (including consolidations, mergers or other entity changes), Sublessee, at its sole cost and expense and upon ten (10) business days’ notice, shall, concurrent with Sublessor’s delivery to Sublessee of the then outstanding LC, deliver to any such transferee, successor or assign a replacement LC on identical terms (except for the stated beneficiary) from the same issuer or another bank acceptable to Sublessor, in Sublessor’s reasonable discretion, naming the new sublessor as the beneficiary thereof. The LC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Sublessee without Sublessor’s prior written consent, which may be withheld in Sublessor’s sole discretion.
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Samples: Sublease (Biotech Spinco, Inc.), Sublease (PDL Biopharma, Inc.)
Terms of Letter of Credit. In lieu of the cash Security Deposit required by Paragraph 5 above, as additional As consideration for value received and a further incentive to maintain Sublessor’s 's willingness to enter into this Sublease, and as additional collateral so as to compensate Sublessor for future damages it may suffer by reason of Sublessee’s 's defaults hereunder, Sublessee shall deliver to Sublessor, not later than five (5) days after on or before the date of Sublessee’s execution of this SubleaseCommencement Date, an unconditional, clean, irrevocable letter of credit without documents (i.e., there shall be no obligation on Sublessor's part to present anything to issuer but a sight draft and the written statement described herein) in the amount of One Hundred Sixty-Six Thousand Six Hundred Eight and No/100 Dollars ($268,864.25 166,608.00) (“"LC Amount”"), which letter of credit shall be issued by a money-center bank (a bank which accepts deposits, maintains accounts, has a local Silicon Valley or San Francisco, California office which will negotiate a letter of credit and whose deposits are insured by the FDIC) reasonably acceptable to Sublessor, Sublessor shall be for a term continuing through the last day of the forty-five thirty (45) - 30)- day period following the Expiration Date (or shall contain an “"evergreen” " provision which provides that it automatically is renewed on an annual basis unless the issuer delivers forty-five (45) business days’ ' prior written notice to Sublessor and Sublessee), shall permit partial draws, shall provide that draws thereunder will be honored upon receipt by issuer of the letter of credit and a written statement signed by Sublessor or its authorized agent stating that Sublessor is entitled to draw down on the letter of credit, shall be freely transferable only to a transferee of Sublessor's interest in the Master Lease and this Sublease in conformity with the provisions in the Master Lease regarding transferability of Sublessor's security deposit held by Master Lessor, and shall be in a form and content reasonably acceptable to Sublessor. Such letter of credit, together with any other renewal or replacement letters of credit delivered or to be delivered by Sublessee hereunder shall be referred to collectively herein as the “"LC”". The LC shall be held by Sublessor without liability for interest. The LC is not an advance payment of Rent or a measure or limit of Sublessor's damages upon Sublessee's default under this Sublease. The LC shall provide for forty-five (45) business days’ ' prior written notice to Sublessor of cancellation or material change thereof, and shall further provide that, in the event of any non-extension of the LCLC (if the term of the LC is for a period shorter than the Term of this Sublease) at least forty-five (45) business days prior to its expiration, the entire face amount shall automatically be paid to Sublessor, and Sublessor shall hold the funds so obtained for application to any current or future obligations of Sublessee. If for any reason such automatic payment does not occur in the event of a non-extension at least forty-five (45) days prior to expiration, Sublessor shall be entitled to present its written demand for payment of the entire face amount of the LC, and the proceeds therefrom funds so obtained shall be held as provided belowabove. Sublessee shall pay all expenses, points and/or fees incurred by Sublessee in obtaining the LC. Additionally, upon a proposed sale or other transfer of any interest in the Subleased Premises, this Sublease or Sublessor (including consolidations, mergers or other entity changes), Sublessee, at its Sublessor's sole cost and expense and upon ten (10) business days’ ' notice, shall, concurrent with Sublessor’s 's delivery to Sublessee of the then outstanding LC, deliver to any such transferee, successor or assign a replacement LC on identical terms (except for the stated beneficiary) from the same issuer or another bank acceptable to Sublessor, in Sublessor’s reasonable discretion, naming the new sublessor as the beneficiary thereof. The LC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Sublessee without Sublessor’s prior written consent, which may be withheld in Sublessor’s sole discretion.same
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Samples: Genitope Corp
Terms of Letter of Credit. In lieu of the cash Security Deposit required by Paragraph 5 above, as additional As consideration for value received and a further incentive to maintain Sublessor’s willingness to enter into this Sublease, and as a security deposit and additional collateral so as to compensate Sublessor for future damages it may suffer by reason of Sublessee’s defaults hereunder, Sublessee shall deliver to Sublessor, not later than five ten (510) days after the date of Sublessee’s execution of this Sublease, an unconditional, clean, irrevocable letter of credit in the amount of Fifty-Four Thousand Seven Hundred Thirty-Five and No/100 Dollars ($268,864.25 54,735.00) (“LC Amount”) (which sum is equal to three (3) months’ Base Rent payable by Sublessee for Months 16 through 24 of the Sublease Term), which letter of credit shall be issued by a money-center bank (a bank which accepts deposits, maintains accounts, has a local Silicon Valley office which will negotiate a letter of credit and whose deposits are insured by the FDIC) reasonably acceptable to Sublessor, shall be for a term continuing through the last day of the forty-five (45) - — day period following the Expiration Date (or shall contain an “evergreen” provision which provides that it automatically is renewed on an annual basis unless the issuer delivers forty-five (45) days’ prior written notice to Sublessor and Sublessee), shall permit partial draws, shall provide that draws thereunder will be honored upon receipt by issuer of the letter of credit and a written statement signed by Sublessor or its authorized agent stating that Sublessor is entitled to draw down on the letter of credit, shall be freely transferable and shall be in a form and content reasonably acceptable to Sublessor. Notwithstanding the foregoing, provided Sublessee is not in default in the payment of Rent or the performance of its other obligations under this Sublease, Sublessee shall have the right to immediately terminate such letter of credit in the event the Master Lease shall terminate prior to the Expiration Date due to Sublessor’s breach of its obligations under Paragraph 35.B. below. Such letter of credit, together with any other renewal or replacement letters of credit delivered or to be delivered by Sublessee hereunder shall be referred to collectively herein as the “LC”. The LC shall provide for forty-five (45) business days’ prior written notice to Sublessor of cancellation or material change thereof, and shall further provide that, in the event of any non-extension of the LCLC (if the term of the LC is for a period shorter than the Term of this Sublease) at least forty-five (45) business days prior to its expiration, the entire face amount shall automatically be paid to Sublessor, and Sublessor shall hold the funds so obtained for application to any current or future obligations of Sublessee. If for any reason such automatic payment does not occur in the event of a non-extension at least forty-five (45) days prior to expiration, Sublessor shall be entitled to present its written demand for payment of the entire face amount of the LC, and the proceeds therefrom so obtained shall be held as provided below. Sublessee shall pay all expenses, points and/or fees incurred by Sublessee in obtaining the LC. Additionally, upon a proposed sale or other transfer of any interest in the Premises, this Sublease or Sublessor (including consolidations, mergers or other entity changes), Sublessee, at its sole cost and expense and upon ten (10) business days’ notice, shall, concurrent with Sublessor’s delivery to Sublessee of the then outstanding LC, deliver to any such transferee, successor or assign a replacement LC on identical terms (except for the stated beneficiary) from the same issuer or another bank acceptable to Sublessor, in Sublessor’s reasonable discretion, naming the new sublessor as the beneficiary thereof. The LC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Sublessee without Sublessor’s prior written consent, which may be withheld in Sublessor’s sole discretion.in
Appears in 1 contract
Samples: Sublease (Hansen Medical Inc)
Terms of Letter of Credit. In lieu of the cash Security Deposit required by Paragraph 5 above, as additional consideration for value received and a further incentive to maintain Sublessor’s willingness to enter this Sublease, and as additional collateral so as to compensate Sublessor for future damages it may suffer by reason of Sublessee’s defaults hereunder, Sublessee shall deliver to Sublessor, not Not later than five (5) days after Reliant’s receipt of the date written consent of Sublessee’s execution of Prime Landlord and Master Sublandlord to this Sub-Sublease, the Testing lab Use and the Initial Improvements, Reliant shall deliver to Mercury an unconditional, clean, irrevocable letter of credit in the amount of One hundred Seventy-Six Thousand Eight Hundred Eighty-Two and 94/100 dollars ($268,864.25 176,882.94) (“LC Amount”), which letter of credit shall be issued by a money-center bank (a bank which accepts deposits, maintains accounts, has a local Silicon Valley San Jose, California or San Francisco, California office which will negotiate a letter of credit and whose deposits are insured by the FDIC) reasonably acceptable to SublessorMercury, shall be for a term continuing through the last day of the forty-five thirty (45) - 30 day period following the Expiration Date (or shall contain an “evergreen” provision which provides that it automatically is renewed through the date that is thirty (30) days after the Expiration Date on an annual basis unless the issuer delivers at least forty-five (45) days’ prior written notice to Sublessor Mercury and SublesseeReliant), shall permit partial draws, shall provide that draws thereunder will be honored upon receipt by issuer of the letter of credit and a written statement signed by Sublessor Mercury or its authorized agent stating that Sublessor Mercury is entitled to draw down on the letter of credit, shall be freely transferable and shall be in a form and content reasonably acceptable to SublessorMercury. The LOC shall provide that it is freely transferable by Sublandlord, without charge and without recourse, to the assignee or transferee of Sublandlord’s interest in the Subleased Premises, and that the issuer will confirm the same to Mercury and such assignee or transferee upon request. Such letter of credit, together with any other renewal or replacement letters of credit delivered or to be delivered by Sublessee Reliant hereunder shall be referred to collectively herein as the “LC”. The LC shall be held by Mercury without liability for interest and as security for the performance by Reliant of its obligations under this Sub-Sublease. The LC is not an advance payment of Rent or a measure of limit of mercury’s damages upon Reliant’s default under this Sub-Sublease. The LC shall provide for at least forty-five (45) days’ prior written notice to Sublessor Mercury of cancellation or material change thereof, and shall further provide that, in the event of any non-extension of the LCLC (if the term of the LC is for a period shorter than the Term of this Sub-Sublease) at least forty-five (45) days prior to its expiration, Sublessor Mercury shall be entitled to present its written demand for payment of the entire face amount of the LC, and the proceeds therefrom funds so obtained shall be held as provided below. Sublessee Reliant shall pay all expenses, points and/or fees incurred by Sublessee in obtaining or drawing down upon the LC. .’ Additionally, upon a proposed sale or other transfer of any interest in the Subleased Premises, this Sub-Sublease or Sublessor Mercury (including consolidations, mergers or other entity changes), Sublessee, at its Reliant’s sole cost and expense and upon ten (10) business days’ notice, shall, concurrent with SublessorMercury’s delivery to Sublessee Reliant of the then outstanding LC, deliver to any such transferee, successor or assign a replacement LC on identical terms (except for the stated beneficiary) from the same issuer or another bank issuer reasonably acceptable to Sublessor, in Sublessor’s reasonable discretionMercury, naming the new sublessor sub-sublandlord as the beneficiary thereof. The LC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Sublessee Reliant without SublessorMercury’s prior written consent, which may be withheld in SublessorMercury’s sole discretion.
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