Common use of Xxxxx of Option; Conditions Clause in Contracts

Xxxxx of Option; Conditions. 1. Subject to the terms of this Section 7.3, Tenant shall have a one-time right of first offer (for purposes of this Section 7.3, “Additional Right of First Offer”) with respect to each of the following suites (and with respect to each portion of each such suite) (for purposes of this Section 7.3, each such suite or portion thereof, a “Potential Additional Offering Space”): (i) the 3,133 rentable square feet known as Suite 545 on the fifth floor of the Building shown on the demising plan attached to the Amendment as Exhibit D, (ii) the 2,827 rentable square feet known as Suite 565 on the fifth floor of the Building shown on the demising plan attached to the Amendment as Exhibit E, and (iii) the 2,903 rentable square feet known as Suite 595 on the fifth floor of the Building shown on the demising plan attached to the Amendment as Exhibit F. Tenant’s Additional Right of First Offer shall be exercised as follows: At any time after Landlord has determined that a Potential Additional Offering Space has become Available (defined below), but before leasing such Potential Additional Offering Space to a third party, Landlord shall provide Tenant with written notice (for purposes of this Section 7.3, the “Advice”) advising Tenant of the terms under which Landlord is prepared to lease such Potential Additional Offering Space (for purposes of this Section 7.3, an “Additional Offering Space”) to Tenant for the remainder of the Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Additional Offering Space as reasonably determined by Landlord. For purposes hereof, a Potential Additional Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Additional Offering Space is not under lease to a third party as of the date of mutual execution and delivery of this Amendment, such Potential Additional Offering Space shall be deemed to become Available when Landlord has received from (or delivered to) a prospective tenant a written proposal to lease such Potential Additional Offering Space; and (ii) if such Potential Additional Offering Space is under lease to a third party as of the date of mutual execution and delivery of this Amendment, such Potential Additional Offering Space shall be deemed to become Available when Landlord has determined that the third-party tenant of such Potential Additional Offering Space, and any occupant of such Potential Additional Offering Space claiming under such third-party tenant, will not extend or renew the term of its lease, or enter into a new lease, for such Potential Additional Offering Space. Tenant may lease any Additional Offering Space in its entirety only, under the terms set forth in the Advice, by delivering written notice of exercise to Landlord (for purposes of this Section 7.3, the “Additional Offering Space Notice of Exercise”) within 10 days after the date of the Advice.

Xxxxx of Option; Conditions. 1. Subject to the terms of this Section 7.38.5, Tenant shall have a one-time right of first offer (for purposes of this Section 7.38.5, “Additional Right of First Offer”) with respect to each of the following suites (and with respect to each portion of each such suite) (for purposes of this Section 7.38.5, each such suite or portion thereof, a “Potential Additional Offering Space”): (i) the 3,133 4,749 rentable square feet known as Suite 545 300 on the fifth third floor of the Building shown on the demising plan attached to the Amendment Lease as Exhibit D, (ii) the 2,827 2,455 rentable square feet known as Suite 565 380 on the fifth third floor of the Building shown on the demising plan attached to the Amendment Lease as Exhibit E, and (iii) the 2,903 6,780 rentable square feet known as Suite 595 400 on the fifth fourth floor of the Building shown on the demising plan attached to the Amendment Lease as Exhibit F. F, (iv) the 10,557 rentable square feet known as Suite 475 on the fourth floor of the Building shown on the demising plan attached to the Lease as Exhibit G. Tenant’s Additional Right of First Offer shall be exercised as follows: At any time after Landlord has determined that a Potential Additional Offering Space has become Available (defined below), but before leasing such Potential Additional Offering Space to a third party, Landlord shall provide Tenant with written notice (for purposes of this Section 7.38.5, the “Advice”) advising Tenant of the terms under which Landlord is prepared to lease such Potential Additional Offering Space (for purposes of this Section 7.38.5, an “Additional Offering Space”) to Tenant for the remainder of the Term and Extended Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Additional Offering Space as reasonably determined by Landlord. For purposes hereof, a Potential Additional Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Additional Offering Space is not under lease to a third party as of the date of mutual execution and delivery of this the Amendment, such Potential Additional Offering Space shall be deemed to become Available when Landlord has received from (or delivered to) a prospective tenant a written proposal to lease such Potential Additional Offering Space; and (ii) if such Potential Additional Offering Space is under lease to a third party as of the date of mutual execution and delivery of this the Amendment, such Potential Additional Offering Space shall be deemed to become Available when Landlord has determined that the third-party tenant of such Potential Additional Offering Space, and any occupant of such Potential Additional Offering Space claiming under such third-party tenant, will not extend or renew the term of its lease, or enter into a new lease, for such Potential Additional Offering Space. Tenant may lease any Additional Offering Space in its entirety only, under the terms set forth in the Advice, by delivering written notice of exercise to Landlord (for purposes of this Section 7.38.5, the “Additional Offering Space Notice of Exercise”) within 10 days after the date of the Advice.

Xxxxx of Option; Conditions. 1. Subject to the terms of this Section 7.3, Tenant shall have a one-the one time right of first offer (for purposes of this Section 7.3, the “Additional Right of First Offer”) with respect to each of the following suites (and with respect to each portion of each such suite) that becomes Available (for purposes as defined below) after the date of mutual execution and delivery of this Section 7.3, Amendment (each such suite or portion thereof, a “Potential Additional Offering Space”): (i1) the 3,133 21,875 rentable square feet known as Suite 545 on the fifth 6th floor of the Building Building, shown on the demising plan attached to the Amendment hereto as Exhibit D, C-1; (ii2) the 2,827 21,777 rentable square feet known as Suite 565 on the fifth 14th floor of the Building Building, shown on the demising plan attached to the Amendment hereto as Exhibit E, C-2; and (iii3) the 2,903 21,615 rentable square feet known as Suite 595 on the fifth 20th floor of the Building Building, shown on the demising plan attached to the Amendment hereto as Exhibit F. C-3. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (a) if, as of the date of this Amendment, the existing third-party tenant of such Potential Offering Space has one or more options to renew the term of its lease, or enter into a new lease, for such Potential Offering Space, then such Potential Offering Space shall be deemed to become Available when, as a result of the passage of time and/or any waiver or agreement, such third-party tenant loses the right(s) to exercise one or more of such options and the term of such third-party tenant’s lease is scheduled to expire with respect to such Potential Offering Space as of a date not later than February 28, 2012, or (b) if, as of the date of this Amendment, such third-party tenant does not have such an option and such third-party tenant’s lease is scheduled to expire with respect to such Potential Offering Space as of a date not later than February 28, 2012, then such Potential Offering Space shall be deemed to become Available immediately upon the mutual execution and delivery of this Amendment. Tenant’s Additional Right of First Offer shall be exercised as follows: At at any time after Landlord has determined that a any Potential Additional Offering Space has become Available (defined below)Available, but before prior to leasing such Potential Additional Offering Space to a third partyany party (other than to any existing tenant thereof pursuant to the terms of an option that exists on the date of this Amendment), Landlord shall provide advise Tenant with written notice (for purposes of this Section 7.3, the “First Stage Advice”) advising Tenant of the terms under which Landlord is prepared to lease such Potential Additional Offering Space (for purposes of this Section 7.3, an “Additional Offering Space”) to Tenant for the remainder of the Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Additional Offering Space as reasonably determined by Landlord. For purposes hereofSubject to Subparagraph A.2 below, a Potential Additional Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Additional Offering Space is not under lease to a third party as of the date of mutual execution and delivery of this Amendment, such Potential Additional Offering Space shall be deemed to become Available when Landlord has received from (or delivered to) a prospective tenant a written proposal to lease such Potential Additional Offering Space; and (ii) if such Potential Additional Offering Space is under lease to a third party as of the date of mutual execution and delivery of this Amendment, such Potential Additional Offering Space shall be deemed to become Available when Landlord has determined that the third-party tenant of such Potential Additional Offering Space, and any occupant of such Potential Additional Offering Space claiming under such third-party tenant, will not extend or renew the term of its lease, or enter into a new lease, for such Potential Additional Offering Space. Tenant may lease any Additional the Offering Space in its entirety only, under the terms set forth in the Advicesuch terms, by delivering written notice of exercise to Landlord (for purposes of this Section 7.3, the “Additional Offering Space First Stage Notice of Exercise”) within 10 days after the date of the First Stage Advice. In addition, if Tenant becomes entitled to exercise its Right of First Offer with respect to an Offering Space based on a First Stage Advice delivered by Landlord, but fails to provide Landlord with a First Stage Notice of Exercise within such 10-day period, and if Landlord thereafter proposes to lease such Offering Space to a prospective tenant on terms that are substantially more favorable to such prospective tenant than those set forth in the First Stage Advice, then Tenant shall once again have a Right of First Offer and Landlord, before leasing the Offering Space to such prospective tenant, shall advise Tenant (a “Second Stage Advice”) of the terms under which Landlord is prepared to lease the Offering Space to such prospective Tenant, whereupon, subject to Subparagraph A.2 below, Tenant may lease the Offering Space, in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Second Stage Notice of Exercise”) within 10 days after the date of the Second Stage Advice. For purposes hereof, the terms offered to a prospective tenant (the “Proposed Terms”) shall not be deemed to be substantially more favorable than those set forth in the First Stage Advice unless the net effective rent for the Offering Space as provided under the Proposed Terms is less than 90% of the net effective rent for the Offering Space as provided under the First Stage Advice, as determined in good faith by Landlord using a discount rate of 9.0% and taking into account all proposed material economic terms relating to the Offering Space, including, without limitation, the length of the term, the net rent, any base year, any tax or expense escalation or other financial escalation, and any financial concessions, but excluding any right to extend the term or any right to expand the leased premises (whether in the form of an expansion option, a right of first offer or refusal, or any similar right). 2. Notwithstanding anything to the contrary in Subparagraph A.1 above, Tenant shall have no Right of First Offer and Landlord need not provide Tenant with any First Stage Advice or any Second Stage Advice (each, an “Advice”) with respect to any Potential Offering Space, if: a. Tenant is in default under the Lease beyond any applicable cure periods at the time that Landlord would otherwise deliver the Advice; or b. more than 25% of the Premises is sublet at the time Landlord would otherwise deliver the Advice; or c. the Lease has been assigned (except pursuant to a Permitted Transfer) prior to the date Landlord would otherwise deliver the Advice; or d. Tenant is not occupying at least 75% of the Premises on the date Landlord would otherwise deliver the Advice; or e. such Potential Offering Space is not intended for the exclusive use of Tenant or its affiliates during the Term.

Xxxxx of Option; Conditions. 1. Subject to the terms of this Section 7.37.1, Tenant shall have a one-time right of first offer (for purposes of this Section 7.3, “Additional Right of First Offer”) with respect to each of the following suites suite (and with respect to any and each portion of each such suite) (for purposes of this Section 7.3, each such suite or portion thereof, a “Potential Additional Offering Space”): (i) the 3,133 13,021 rentable square feet known as Suite 545 500 on the fifth floor of the Building shown on the demising plan attached to the this Amendment as Exhibit D, (ii) the 2,827 rentable square feet known as Suite 565 on the fifth floor of the Building shown on the demising plan attached to the Amendment as Exhibit E, and (iii) the 2,903 rentable square feet known as Suite 595 on the fifth floor of the Building shown on the demising plan attached to the Amendment as Exhibit F. D. Tenant’s Additional Right of First Offer shall be exercised as follows: At any time after Landlord has determined that a Potential Additional Offering Space has become Available (defined below), but before leasing such Potential Additional Offering Space to a third party, Landlord shall provide Tenant with written notice (for purposes of this Section 7.3, the “Advice”) advising Tenant of the terms under which Landlord is prepared to lease such Potential Additional Offering Space (for purposes of this Section 7.3, an “Additional Offering Space”) to Tenant for the remainder of the Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Additional Offering Space as reasonably determined by Landlord. For purposes hereof, a Potential Additional Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Additional Offering Space is not under lease to a third party as of the date of mutual execution and delivery of this Amendment, such Potential Additional Offering Space shall be deemed to become Available when Landlord has received from (or delivered to) located a prospective tenant a written proposal to lease that may be interested in leasing such Potential Additional Offering Space; : and (ii) if such Potential Additional Offering Space is under lease to a third party as of the date of mutual execution and delivery of this Amendment, such Potential Additional Offering Space shall be deemed to become Available when Landlord has determined that the third-party tenant of such Potential Additional Offering Space, and any occupant of such Potential Additional Offering Space claiming under such third-party tenant, will not extend or renew the term of its lease, or enter into a new lease, for such Potential Additional Offering Space. Tenant may lease any Additional Offering Space in its entirety only, under the terms set forth in the Advice, by delivering written notice of exercise to Landlord (for purposes of this Section 7.3, the “Additional Offering Space Notice of Exercise”) within 10 business days after the date of the Advice. 2. Notwithstanding any contrary provision hereof, Tenant shall have no Right of First Offer, and Landlord shall not be required to provide Tenant with an Advice, with respect to any Potential Offering Space, if: a. Tenant is in default under the Lease (as amended) beyond any applicable notice and cure periods when Landlord would otherwise deliver the Advice; or b. the Premises, or any portion thereof, is sublet when Landlord would otherwise deliver the Advice; or c. the Lease (as amended) has been assigned (other than pursuant to a Permitted Transfer) before the date on which Landlord would otherwise deliver the Advice.

Xxxxx of Option; Conditions. 1. Subject to the terms of this Section 7.3, Tenant shall have have, commencing on the date on which this Lease is mutually executed and delivered, a one-time continuing right of first offer (for purposes of this Section 7.3, the “Additional Right of First Offer”) with respect to each all of the following suites space in the Building (and with respect to each portion of each such suite) (for purposes of this Section 7.3, each such suite or portion thereof, a the “Potential Additional Offering Space”): (i) the 3,133 17,766 rentable square feet known as Suite 545 No. 300 and consisting of all of the rentable square footage on the fifth 3rd floor of the Building shown on the demising plan attached to the Amendment as Exhibit D, Building; (ii) the 2,827 17,971 rentable square feet known as Suite 565 No. 1600 and consisting of all of the rentable square footage on the fifth 16th floor of the Building shown on the demising plan attached to the Amendment as Exhibit E, Building; and (iii) the 2,903 18,107 rentable square feet known as Suite 595 No. 1700 and consisting of all of the rentable square footage on the fifth 17th floor of the Building shown on the demising plan attached to the Amendment as Exhibit F. Building. Tenant’s Additional Right of First Offer shall be exercised as follows: At at any time on or after the Commencement Date and after Landlord has determined that a all or any portion of the Potential Additional Offering Space has become is Available (as defined below), ) (but before prior to leasing such Potential Additional Offering Space space to a third partyparty other than the existing tenant, if any), Landlord shall provide advise Tenant with written notice (for purposes of this Section 7.3Right of First Offer, the “Advice”) advising Tenant of the terms under which Landlord is prepared to lease such Potential Additional Offering Space space (for purposes of this Section 7.3, an the “Additional Offering Space”) to Tenant for the remainder of the Term, which terms shall reflect the Prevailing Market rate (hereinafter definedas defined in subparagraph E below) rate for such Additional the Offering Space as determined reasonably determined and in good faith by Landlord. The Advice shall be accompanied by a written explanation of Landlord’s determination of the Prevailing Market rate. For purposes hereof, a Potential Additional the Offering Space shall be deemed to become be “Available” as follows: (i) if the Offering Space is under lease to a third party as of the Commencement Date, the Offering Space shall be deemed to be Available when Landlord has determined that such Potential Additional third party will not extend or renew the term of its lease for the Offering Space, or (ii) if the Offering Space is not under lease to a third party as of the date of mutual execution and delivery of this AmendmentCommencement Date, such Potential Additional the Offering Space shall be deemed to become be Available when Landlord has received from (or delivered to) located a prospective tenant a written proposal to lease such Potential Additional Offering Space; and (ii) if such Potential Additional Offering Space is under lease to a third party as of that may be interested in leasing the date of mutual execution and delivery of this Amendment, such Potential Additional Offering Space shall be deemed to become Available when Landlord has determined that the third-party tenant of such Potential Additional Offering Space, and any occupant of such Potential Additional Offering Space claiming under such third-party tenant, will not extend or renew the term of its lease, or enter into a new lease, for such Potential Additional Offering Space. Tenant may lease any Additional the Offering Space in its entirety only, under the terms set forth in the AdviceAdvice (subject to subparagraph B below), by delivering written notice of exercise to Landlord (for purposes of this Section 7.3, the “Additional Offering Space Notice of Exercise”) within 10 days 7 Business Days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice, if: 1. Tenant is in Default at the time that Landlord would otherwise deliver the Advice; or 2. the Premises, or more than 25% of the rentable square footage thereof, is sublet (other than pursuant to a Permitted Transfer) at the time Landlord would otherwise deliver the Advice; or 3. the Lease has been assigned (other than pursuant to a Permitted Transfer) prior to the date Landlord would otherwise deliver the Advice; or 4. Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice; or 5. the Offering Space is not intended for the exclusive use of Tenant during the Term.