Demise and Term A. For and during the term established below, Sublessor leases to Subtenant the Demised Premises, consisting of 362,155 rentable square feet ("RSF of the Demised Premises") of space at the Building. The leasing of the Demised Premises by Subtenant shall include the right of Subtenant (a) to access the Building common areas in common with the other tenants in the Building and (b) to use all fixtures, improvements and 2 betterments owned or leased by Overlandlord which, at any time during the term of this Sublease, are attached to or installed in the Demised Premises, all subject to such restrictions, rules, regulations, security arrangements and charges (if any) as are provided for in the Ovexxxxxx.
B. The term (subject to extension as provided herein, the "Term") of this Sublease shall commence on May 19, 2001 (the "Commencement Date ") and expire on November 17, 2021 (the "Expiration Date"), unless sooner canceled or otherwise terminated as provided in this Sublease.
C. Sublessor shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Sublessor Cancellation Notice") to Subtenant by no later than May 1, 2008, time being of the essence as to the giving of such notice, which notice shall state that Sublessor unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Sublessor fails to timely deliver a Sublessor Cancellation Notice in compliance herewith, and unless Subtenant has delivered the Subtenant Cancellation Notice (as hereinafter defined), this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Sublessor timely delivers a Sublessor Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011.
D. Subtenant shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Subtenant Cancellation Notice") to Sublessor by no later than April 1, 2008, time being of the essence as to the giving of such notice, which notice shall state that Subtenant unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Subtenant fails to timely deliver a Subtenant Cancellation Notice in compliance herewith, and unless Sublessor has delivered the Sublessor Cancellation Notice, this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Subtenant timely delivers a Subtenant Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011.
E. In the event that Sublessor cancels this Sublease pursuant to Article 2.C hereof, Sublessor shall pay to Subtenant, by no later than June 30, 2011, an amount (the "Sales Price") equal to twenty-five percent (25%) of the unamortized value (as of May 31, 2011) of the leasehold improvements (the "Remaining Leasehold Improvements") which remain in the Demised Premises following Subtenant's vacation of the Demised Premises
Purpose and Term The purpose to be conducted or promoted by the Company is to engage solely in the following activities:
(a) (i) to engage in any lawful act or activity for which a limited liability company may be organized under the Act, including, but not limited to, owning and operating the Property;
(ii) to engage in any other lawful act or activity and to exercise any powers permitted by the Act that are related or incidental to and necessary, convenient or advisable for the accomplishment of the above-mentioned purposes.
(b) The term of the Company shall commence on the date the Certificate of Formation was filed with the Secretary of State of the State of Delaware and will continue to the earlier of the date on which the Company is dissolved in accordance with the Act or this Agreement.
Premises and Term a. Landlord, in consideration of the Rent hereinafter reserved to be paid and of the covenants, conditions and agreements to be kept and performed by Tenant, hereby leases, lets and demises to Tenant, and Tenant hereby leases and hires from Landlord, the Project. Upon the Commencement Date for Phase 1, Tenant shall be entitled to the exclusive use and occupancy of Phase 1 and that portion of the Parking Area allocated for Phase 1 plus such spaces in addition to the spaces allocated for Phase 1, if any, that may be constructed by Landlord at the time, so long as Tenant’s use of such spaces in addition to the spaces allocated for Phase 1 does not interfere with the construction of the remainder of the Project by Landlord. Upon the Commencement Date for Phase 2, Tenant shall be entitled to the exclusive use and occupancy of Phase 2 and the entire Parking Area, and at which time Tenant will have the exclusive use and occupancy of the entire Project.
b. Promptly after the actual Commencement Date for each Phase, the parties shall execute an instrument in which the Commencement Date and expiration date for such Phase will be specified, as well as any adjustments to the Rentable Area of the Premises as described above and any corresponding adjustments to the Base Rent.
c. Notwithstanding anything to the contrary contained in this Lease, although Landlord has estimated a completion date for Phase 1 of October 1, 1999, the parties agree that if Landlord has not achieved Substantial Completion of Phase 1 on or before November 1, 1999 (the “Phase 1 Completion Date”) (subject to any Tenant Delays and Force Majeure events, as hereinafter defined), then, commencing on November 1, 1999, Tenant shall receive a credit against the Base Rent to become due under this Lease in connection with Phase 1, such credit to be equal to one (1) day’s Base Rent for Phase 1 for each day of Landlord’s delay beyond the Phase 1 Completion Date that Landlord has not achieved Substantial Completion, subject to the limitations thereon pursuant to subsection (m), below.
d. If Landlord has not achieved Substantial Completion of Phase 1 on or before November 15, 1999 (the “Phase 1 Extended Completion Date”) (subject to any Tenant Delays and Force Majeure events), then, commencing on November 16, 1999, the Base Rent credit available to Tenant for Phase 1 shall be increased to two (2) days’ Base Rent for each day of Landlord’s delay beyond the Phase 1 Extended Completion Date that Landlord has not achieved Substantial Completion, subject to the limitations thereon pursuant to subsection (m), below.
e. If Landlord has not achieved Substantial Completion of Phase 1 on or before December 17, 1999 (the “Phase 1 Second Extended Completion Date”) (subject to any Tenant Delays and Force Majeure events), then, commencing on December 18, 1999, (x) the Base Rent credit available to Tenant for Phase 1 shall be decreased back to one (1) day’s Base Rent for each day of Landlord’s delay beyond the Phase 1 Second Extended Completion Date that Landlord has not achieved Substantial Completion, plus (y) Tenant shall be entitled to receive, as liquidated damages and not as a penalty, the sum of Ten Thousand and No/100 ($10,000.00) Dollars per day, subject to the limitations thereon pursuant to subsection (m), below.
f. If Landlord has not achieved Substantial Completion of Phase 1 on or before January 17, 2000 (the “Phase 1 Outside Completion Date”) (subject to any Tenant Delays and Force Majeure events), then Tenant shall have the right to terminate this Lease by written notice to Landlord delivered within ten (10) days after the Phase 1 Outside Completion Date, whereupon (i) Landlord shall return to Tenant the Prepaid Rent and Security Deposit, and (ii) Landlord shall pay to Tenant liquidated damages equal to (x) the total of the Base Rent abatements for Phase 1 accrued to the date of Tenant’s termination notice, plus (y) the total of the $10,000.00 per day damages for Phase 1 accrued to the date of Tenant’s termination notice, plus (z) the actual, reasonable out-of-pocket costs incurred by Tenant directly in connection with this Lease, subject to the limitations thereon pursuant to subsection (m), below, and thereupon both parties shall be relieved of all further obligations hereunder; provided, however, that if Landlord achieves Substantial Completion of Phase 1 within fifteen (15) days after receipt of Tenant’s termination notice, then the termination notice will be deemed to be void and rescinded, and the Lease shall continue in full force and effect.
g. If Tenant does not elect to terminate the Lease as provided above, and Landlord has not achieved Substantial Completion of Phase 1 on or before May 17, 2000 (the “Phase 1 Extended Outside Completion Date”) (subject to any Tenant Delays but regardless of Force Majeure events), then Tenant shall have the right to terminate this Lease by written notice to Landlord delivered within ten (10) days after the Phase 1 Extended Outside Completion Date, whereupon (i) Landlord shall return to Tenant the Prepaid Rent and Security Deposit, and (ii) Landlord shall pay to Tenant liquidated damages equal to (x) the total of the Base Rent abatements for Phase 1 accrued to the date of Tenant’s termination notice, plus (y) the total of the $10,000.00 per day damages for Phase 1 accrued to the date of Tenant’s termination notice, plus (z) the actual, reasonable out-of-pocket costs incurred by Tenant directly in connection with this Lease, subject to the limitations thereon pursuant to subsection (m), below, and thereupon both parties shall be relieved of all further obligations hereunder. If Tenant intends to exercise its termination right under this paragraph, then Tenant will use its best efforts to notify Landlord in writing between April 1, 2000 and May 1, 2000 of such intent, but Tenant’s failure to so notify Landlord shall not constitute a waiver of Tenant’s termination right.
h. Although Landlord has estimated a completion date for Phase 2 of October 1, 2001, the parties agree that if Landlord has not achieved Substantial Completion of Phase 2 on or before November 1, 2001 (the “Phase 2 Completion Date”) (subject to any Tenant Delays and Force Majeure events, as hereinafter defined), then, commencing on November 1, 2001, Tenant shall receive a credit against the Base Rent to become due under this Lease in connection with Phase 2, such credit to be equal to one (1) day’s Base Rent for Phase 2 for each day of Landlord’s delay beyond the Phase 2 Completion Date that Landlord has not achieved Substantial Completion, subject to the limitations thereon pursuant to subsection (m), below.
i. If Landlord has not achieved Substantial Completion of Phase 2 on or before November 15, 2001 (the “Phase 2 Extended Completion Date”) (subject to any Tenant Delays and Force Majeure events), then, commencing on November 16, 2001, the Base Rent credit available to Tenant for Phase 2 shall be increased to two (2) days’ Base Rent for Phase 2 for each day of Landlord’s delay beyond the Phase 2 Extended Completion Date that Landlord has not achieved Substantial Completion, subject to the limitations thereon pursuant to subsection (m), below.
j. If Landlord has not achieved Substantial Completion of Phase 2 on or before December 17, 2001 (the “Phase 2 Second Extended Completion Date”) (subject to any Tenant Delays and Force Majeure events), then, commencing on December 18, 2001, (x) the Base Rent credit available to Tenant shall be decreased back to one (1) day’s Base Rent for Phase 2 for each day of Landlord’s delay beyond the Phase 2 Second Extended Completion Date that Landlord has not achieved Substantial Completion, plus (y) Tenant shall be entitled to receive, as liquidated damages and not as a penalty, the sum of Ten Thousand and No/100 ($10,000.00) Dollars per day, subject to the limitations thereon pursuant to subsection (m), below.
k. If Landlord has not achieved Substantial Completion of Phase 2 on or before January 17, 2002 (the “Phase 2 Outside Completion Date”) (subject to any Tenant Delays and Force Majeure events), then Tenant shall have the right to terminate this Lease by written notice to Landlord delivered within ten (10) days after the Phase 2 Outside Completion Date, whereupon (i) Tenant shall vacate and surrender the Premises to Landlord in the manner required by this Lease, (ii) Landlord shall return to Tenant the Security Deposit, (iii) Landlord shall pay to Tenant liquidated damages equal to (x) the total of the Base Rent abatements for Phase 2 accrued to the date of Tenant’s termination notice, plus (y) the total of the $10,000.00 per day damages for Phase 2 accrued to the date of Tenant’s termination notice, plus (z) the actual, reasonable out-of-pocket costs incurred by Tenant directly in connection with this Lease between the Commencement Date for Phase 1 and the date of Tenant’s termination notice, subject to the limitations thereon pursuant to subsection (m), below, and thereupon both parties shall be relieved of all further obligations hereunder; provided, however, that if Landlord achieves Substantial Completion of Phase 2 within fifteen (15) days after receipt of Tenant’s termination notice, then the termination notice will be deemed to be void and rescinded, and the Lease shall continue in full force and effect. Within ninety (90) days after Tenant’s termination notice, Tenant shall notify Landlord of the exact date that Tenant will vacate and surrender Phase 1, which date shall be (a) no earlier than ninety (90) days after the date of Tenant’s notification of such exact date, and (b) no later than one (1) year after the date of Tenant’s termination notice. Rent for Phase 1 shall be prorated through the date that Tenant so vacates and surrenders Phase 1 to Landlord.
l. If Tenant does not elect to terminate the Lease as provided above, and Landlord has not achieved Substantial Completion of Phase 2 on or before May 17, 2002 (the “Phase 2 Extended Outside Completion Date”) (subject to any Tenant Delays but regardless of Force Majeure events), then Tenant shall have the right to terminate this Lease by written notice to Landlord delivered within ten (10) days after the Phase 2 Extended Outside Completion Date, whereupon (i) Tenant shall vacate and surrender the Premises to Landlord in the manner required by this Lease, (ii) Landlord shall return to Tenant the Security Deposit, (iii) Landlord shall pay to Tenant liquidated damages equal to (x) the total of the Base Rent abatements for Phase 2 accrued to the date of Tenant’s termination notice, plus (y) the total of the $10,000.00 per day damages for Phase 2 accrued to the date of Tenant’s termination notice, plus (z) the actual, reasonable out-of-pocket costs incurred by Tenant directly in connection with this Lease between the Commencement Date for Phase 1 and the date of Tenant’s termination notice, subject to the limitations thereon pursuant to subsection (m), below, and thereupon both parties shall be relieved of all further obligations hereunder. Within ninety (90) days after Tenant’s termination notice, Tenant shall notify Landlord of the exact date that Tenant will vacate and surrender Phase 1, which date shall be (a) no earlier than ninety (90) days after the date of Tenant’s notification of such exact date, and (b) no later than one (1) year after the date of Tenant’s termination notice. Rent for Phase 1 shall be prorated through the date that Tenant so vacates and surrenders Phase 1 to Landlord. If Tenant intends to exercise its termination right under this paragraph, then Tenant will use its best efforts to notify Landlord in writing between April 1, 2002 and May 1, 2002 of such intent, but Tenant’s failure to so notify Landlord shall not constitute a waiver of Tenant’s termination right.
m. The abatements, liquidated damages and termination rights in favor of Tenant as described above shall be Tenant’s sole and exclusive remedies in the event of any late delivery of the Buildings by Landlord, and notwithstanding anything to the contrary contained in this Lease, in no event shall the entire liability of Landlord in connection with the total aggregate amounts of the Base Rent credits, plus the $10,000.00 per day damages, plus the out-of-pocket costs incurred by Tenant exceed a total amount of Seven Hundred Fifty Thousand and No/100 ($750,000.00) Dollars in the aggregate, regardless of the length of time such rent credits, and/or liquidated damages and/or out-of-pocket costs actually accrue and regardless of whether Tenant terminates this Lease.
n. Although the completion date for Phase 2 is intended to be October 1, 2001, Tenant may notify Landlord in writing of Tenant’s election to have the Commencement Date for Phase 2 be on October 1, 2000. Tenant must provide such notice no later than April 1, 1999. If Tenant timely provides such notice, then the anticipated Commencement Date for Phase 2 will be deemed to be October 1, 2000, and subparagraphs 2.h through 2.I above will be deemed to be modified as follows: All references to the year “2001” in such subparagraphs will be deemed to be “2000,” and all references to the year “2002” in such subparagraphs will be deemed to be “2001.”
Commencement and Term This Agreement shall commence upon the Effective Date and continue for the Agreement Term.
Agreement and Term This Agreement records the Parties' agreement that:
Acceptance and Term The Company agrees to employ Employee, and Employee agrees to serve the Company, on the terms and conditions set forth herein. The Term of this Agreement shall commence on the Effective Date and continue thereafter until terminated in accordance with, and subject to the provisions of, Section 8 hereof.
Grant and Term 2.1 In consideration of the payment of the Site Fee, the Owner grants the Principal Occupant a licence to store the Dwelling on the Site subject to the terms of this Agreement.
2.2 This Agreement commences on the Commencement Date and shall continue until the Expiry Date or such earlier date upon which it is terminated in accordance with this Agreement or as specified in the Schedule.
2.3 For the avoidance of doubt, the Owner and the Principal Occupant acknowledge that they each enter into this Agreement based on their common intention that the Site is to be used for storing the Dwelling for the Term and that the use of the Dwelling by the Occupants as permitted by this Agreement shall be for holidaying purposes only and under no circumstances shall any person who has the right to use the Site under this Agreement be or become a resident or a site tenant within the meaning of the Residential Tenancies Act 1997 (Vic).
Election and Term The President, Treasurer and Secretary shall, and the Chairman of the Board may, be appointed by and shall hold office at the pleasure of the Manager or the Board. The Manager, the Board, or the President may each appoint such other officers and agents as such person shall deem desirable, who shall hold office at the pleasure of the Manager, the Board, or the President, and who shall have such authority and shall perform such duties as from time to time shall, subject to the provisions of Section 5(d) hereof, be prescribed by the Manager, the Board, or the President.
Term of Agreement and Termination 2.1. This Agreement enters into effect at the time of acceptance of this Agreement.
2.2. This Agreement will terminate without any further notice in the event products offered under this Agreement have not been used during a period of two (2) years.
2.3. This Agreement may be terminated at any time by either party with 30 days written notice.
2.4. This Agreement may be terminated by SAS with immediate effect if the Company code is used for private purposes or if SAS has reasonable cause to believe that such or similar misuse has occurred or if the Company is put into bankruptcy, enters into liquidation or is otherwise deemed to be insolvent.
Title and Terms The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth or determined in the manner provided, in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities as a series:
(a) the title of the securities of such series, which shall distinguish the Securities of the series from all other Securities;
(b) the limit, if any, upon the aggregate principal amount of the Securities of such series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.6 and except for any Securities that, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder); provided, however, that the authorized aggregate principal amount of such series may be increased above such amount by a Board Resolution to such effect;
(c) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(d) the Stated Maturity or Maturities on which the principal of the Securities of such series is payable or the method of determination thereof, and any dates on which or circumstances under which, the Company shall have the right to extend or shorten such Stated Maturity or Maturities;
(e) the rate or rates, if any, at which the Securities of such series shall bear interest, if any, the rate or rates and extent to which Additional Interest, if any, shall be payable with respect to any Securities of such series, the date or dates from which any such interest or Additional Interest shall accrue, the Interest Payment Dates on which such interest shall be payable, the right, pursuant to Section 3.12 or as otherwise set forth therein, of the Company to defer or extend an Interest Payment Date, and the Regular Record Date for the interest payable on any Interest Payment Date or the method by which any of the foregoing shall be determined;
(f) the place or places where the principal of (and premium, if any) and interest or Additional Interest on the Securities of such series shall be payable, the place or places where the Securities of such series may be presented for registration of transfer or exchange, any restrictions that may be applicable to any such transfer or exchange in addition to or in lieu of those set forth herein and the place or places where notices and demands to or upon the Company in respect of the Securities of such series may be made;
(g) the period or periods within or the date or dates on which, if any, the price or prices at which and the terms and conditions upon which the Securities of such series may be redeemed, in whole or in part, at the option of the Company, and if other than by a Board of Resolution, the manner in which any election by the Company to redeem such Securities shall be evidenced;
(h) the obligation or the right, if any, of the Company to redeem, repay or purchase the Securities of such series pursuant to any sinking fund, amortization or analogous provisions, or at the option of a Holder thereof, and the period or periods within which, the price or prices at which, the currency or currencies (including currency unit or units) in which and the other terms and conditions upon which Securities of the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;
(i) the denominations in which any Securities of such series shall be issuable;
(j) if other than Dollars, the currency or currencies (including any currency unit or units) in which the principal of (and premium, if any) and interest and Additional Interest, if any, on the Securities of the series shall be payable, or in which the Securities of the series shall be denominated and the manner of determining the equivalent thereof in Dollars for purposes of the definition of Outstanding;
(k) the additions, modifications or deletions, if any, in the Events of Default or covenants of the Company set forth herein with respect to the Securities of such series;
(l) if, other than the principal amount thereof, the portion of the principal amount of Securities of such series that shall be payable upon declaration of acceleration of the Maturity thereof;
(m) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(n) if applicable, that the Securities of the series, in whole or in any specified part, shall be defeasible and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;
(o) the additions or changes, if any, to this Indenture with respect to the Securities of such series as shall be necessary to permit or facilitate the issuance of the Securities of such series in bearer form, registrable or not registrable as to principal, and with or without interest coupons;
(p) any index or indices used to determine the amount of payments of principal of and premium, if any, on the Securities of such series or the manner in which such amounts will be determined;
(q) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends that shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.4 and any circumstances in addition to or in lieu of those set forth in Section 3.5 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;
(r) the appointment of any Paying Agent or agents for the Securities of such series;
(s) the terms of any right to convert or exchange Securities of such series into any other securities or property of the Company, and the additions or changes, if any, to this Indenture with respect to the Securities of such series to permit or facilitate such conversion or exchange;
(t) if such Securities are to be issued to an Issuer Trust, the form or forms of the Trust Agreement and Guarantee relating thereto;
(u) if, other than as set forth herein, the relative degree, if any, to which the Securities or the series shall be senior to or be subordinated to other series of Securities in right of payment, whether such other series of Securities are Outstanding or not;
(v) any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.2;
(w) any addition to or change in the covenants set forth in Article X which applies to Securities of the series; and
(x) any other terms of the Securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.1(6)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided herein or in or pursuant to such Board Resolution and set forth, or determined in the manner provided, in such Officers' Certificate or in any indenture supplemental hereto. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the series. The securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article XIII.
